CELEX: 51983PC0292
Language: en
Date: 1983-07-08
Title: AMENDED PROPOSAL FOR A COUNCIL DIRECTIVE ON PROCEDURES FOR INFORMING AND CONSULTING EMPLOYEES

12.8.83                           Official Journal of the European Communities                        No C 217/3
                                                             II
                                                     (Preparatory Acts)
                                                COMMISSION
             Amendment to the proposal for a Council Directive on procedures for informing and
                                                  consulting employees (*)
              (Submitted by the Commission to the Council pursuant to Article 149 (2) of the EEC Treaty
                                                      on 13 July 1983)
                    ORIGINAL PROPOSAL                                               AMENDED PROPOSAL
THE COUNCIL OF THE EUROPEAN                                      THE COUNCIL OF THE EUROPEAN
COMMUNITIES,                                                     COMMUNITIES,
Having regard to the Treaty establishing the                     Citations unchanged.
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,
Whereas the Council adopted on 21 January 1974 a                 Recitals 1 to 5 unchanged.
resolution concerning a social action programme (');
Whereas in a common market where national
economies are closely interlinked it is essential, if
economic activities are to develop in a harmonious
fashion, that undertakings should be subject to the
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 practised 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;
(*) OJ No C 297, 15. 11. 1980, p. 3.
 (•) OJ No C 13, 12. 2. 1974, p. 1.
 ---pagebreak--- No C 217/4                         Official Journal of the European Communities                                12.8.83
                   ORIGINAL PROPOSAL                                              AMENDED PROPOSAL
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,
                                                            Whereas Council Directive 75/129/EEC of 17
                                                            February 1975 on the approximation of the laws of
                                                            the Member States relating to collective redun-
                                                            dancies (') and Council Directive 77/187/EEC of 14
                                                            February 1977 on the safeguarding of employees'
                                                            rights in the event of transfers of undertakings,
                                                            businesses or parts of businesses (2) incorporate
                                                            compulsory procedures for informing and consulting
                                                            the representatives of the employees affected by the
                                                            operations in question, and Council Directive . . . of
                                                            . . . on the structure of public limited companies and
                                                            the powers and obligations of their organs makes
                                                            provision for worker participation;
                                                            Whereas        these    information  and     consultation
                                                            requirements do not aim to cover all situations likely
                                                            to affect the employees' interests and, in particular, do
                                                            not extend specifically to decisions taken at parent
                                                            company level rather than independently by the
                                                            employing subsidiary;
                                                            Whereas the concepts of 'parent undertaking' and
                                                             'subsidiary' should be defined using the same criteria
                                                             as those adopted in Council Directive 8 3 / . . ./CEE on
                                                             consolidated accounts; whereas it should thus be the
                                                             responsibility of the Member State whose legislation a
                                                             parent undertaking is subject to ensure that the latter
                                                             fulfils its obligations under the present Directive vis-
                                                             a-vis all its subsidiaries within the Community;
                                                             whereas, in consequence, a Member State whose
                                                             legislation is applicable to an undertaking deemed to
                                                             be a subsidiary must ensure that the latter fulfils all its
                                                             obligations under this Directive;
                                                             Whereas appropriate provisions must be adopted to
                                                             ensure that the employees of an undertaking within
                                                              the Community are properly informed and consulted
                                                             where the undertaking in question is a subsidiary of an
                                                              undertaking outside the Community;
                                                             («) OJ No L 48, 22. 2. 1975, p. 29.
                                                             (2) OJ No L 61, 5. 3. 1977, p. 16.
 ---pagebreak--- 12.8.83              Official Journal of the European Communities                             No C 217/5
        ORIGINAL PROPOSAL                                             AMENDED PROPOSAL
                                                 Whereas steps should be taken to ensure that workers
                                                 employed by a subsidiary in the Community are kept
                                                 informed as to the activities and prospects of the
                                                 parent undertaking and the subsidiaries as a whole so
                                                 that they may assess the possible impact on then-
                                                 interests; whereas, to this end, the undertaking should
                                                 be required to communicate to the employees' repre-
                                                 sentatives both general information similar to that
                                                 which must be disclosed under Directive 8 3 / . . ./EEC
                                                 but angled towards the interests of the employees, and
                                                 information relating more specifically to those aspects
                                                 of its activities and prospects which are liable to affect
                                                 the employees' interests;
                                                 Whereas steps should be taken to ensure that the
                                                 employees' representatives are informed and invited to
                                                 give their opinion in good time before the adoption of
                                                 any decision significantly affecting the employees'
                                                 interests and that they are consulted with a view to
                                                 attempting to reach agreement on the measures to be
                                                 taken in this context in respect of the employees
                                                 concerned;
                                                 Whereas the management of each subsidiary must be
                                                 in a position to communicate the requisite information
                                                 to its employees' representatives and must have the
                                                 necessary powers to conduct the consultations referred
                                                 to above in good faith;
                                                 Whereas analogous rules should be introduced in
                                                 respect of procedures for informing and consulting the
                                                 representatives of employees working in the
                                                 Community in establishments geographically separated
                                                 from the decision-making centre of the undertaking of
                                                 which they form part;
                                                 Whereas appropriate penalties should be imposed by
                                                 Member States in the event of failure to comply with
                                                 the information and consultation requirements
                                                 provided for by this Directive;
                                                 Whereas steps should be taken to ensure that these
                                                  requirements can, in so far as possible, be fulfilled
                                                 within the framework of institutions already
                                                  established to represent employees under the laws and
                                                  customary practices of Member States;
                                                  Whereas the requirement to communicate information
                                                  provided for by this Directive should not apply to
                                                  certain information of a secret character, and
                                                  employees and their representatives should be required
                                                  to maintain discretion as regards confidential infor-
                                                  mation; whereas, however, disputes as to the secrecy
                                                   or confidentiality of information should be settled by a
                                                   tribunal or other national body,
 ---pagebreak--- No C 217/6                               Official Journal of the European Communities                              12.8.83
                       ORIGINAL PROPOSAL                                                AMENDED PROPOSAL
HAS ADOPTED THE FOLLOWING DIRECTIVE:                             HAS ADOPTED THIS DIRECTIVE:
                          SECTION I                                                         SECTION I
                      Definitions and scope                                           Definitions and scope
                            Article 1                            Deleted and combined with the old Article 4 in the
                                                                 new Article 2.
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                                                        Article 1
For the purposes of this Directive the following                 For the purposes of this Directive, the following
definitions shall apply:                                         definitions shall apply:
(a) Employees' representatives                                   (a) Parent undertaking and subsidiary: an under-
    The employees' representatives referred to in                     taking within the Community is a parent under-
    Article 2 (c) of Council Directive 77/187/EEC of                  taking when another undertaking is its subsidiary
     14 February 1977 on the approximation of the                     according to the legislation applicable to the
     laws of the Member States relating to the safe-                  parent undertaking and the criteria of Article 1 of
    guarding of employees' rights in the event of                     Directive 8 3 / . . ./EEC;
    transfers of undertakings, businesses or parts of                 an undertaking outside the Community is a parent
    businesses (');                                                   undertaking when another undertaking is its sub-
                                                                      sidiary according to the legislation applicable to
                                                                      that subsidiary and the criteria of Article 1 of
                                                                      Directive 8 3 / . . ./EEC.
(b) Management                                                   (b) Establishment: an entity, geographically separate
     The person or persons responsible for                the         from, but not legally independent of, the under-
     management of an undertaking under                   the         taking of which it is a part, in particular a
     national legislation to which it is subject.                     workshop, branch, agency, factory or office.
(c) Decision-making centre
     The place where the management of an under-
     taking actually performs its functions.
                                                                  (c) Decision-making centre: the place where           an
                                                                      undertaking has its central administration.
                                                                  (d) Management: the person or persons responsible
                                                                      for the management of an undertaking under the
                                                                      national legislation to which it is subject.
                                                                  (e) Employees' representatives: the employees' rep-
                                                                      resentatives provided for by the laws or practice
                                                                      of the Member States, with the exception of
                                                                      members      of       administrative, managing    or
                                                                      supervisory bodies of companies who sit on such
                                                                      bodies in certain Member States as employees'
O O J N o L 6 1 , 5 . 3. 1977, p. 26.                                 representatives.
 ---pagebreak---  12.8.83                           Official Journal of the European Communities                           No C 217/7
                     ORIGINAL PROPOSAL                                             AMENDED PROPOSAL
                          Article 3                            Deleted.
 1.     For the purposes 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                                                   SECTION II
Information and consultation procedures in transnational      Information and consultation procedures in transnational
                        undertakings                                                 undertakings
                         Article 4                                                     Article 2
The management of a dominant undertaking whose                 1.   This Directive relates to procedures           for
decision-making centre is located in a Member State           informing and consulting the empolyees:
of the Community and which has one or more sub-               — of a subsidiary in the Community when a total of
sidiaries in at least one other Member State shall be             at least 1 000 workers is employed in the
required to disclose, via the management of these                 Community by the parent undertaking and its
subsidiaries, information to employees' representatives           subsidiaries taken as a whole,
in all subsidiaries employing at least 100 employees in
the Community in accordance with Article 5 and to             — of an undertaking having in the Community one
consult them in accordance with Article 6.                        or more establishments when a total of at least
                                                                  1 000 workers is employed in the Community by
                                                                  the undertaking taken as a whole.
                         Article 8                            2.    When the decision-making centre of an under-
                                                              taking is located in a non-member country, its
Where the management of the dominant undertaking              management may be represented in the Community by
whose decision-making centre is located outside the           an agent who is responsible for fulfilling the
Community and which controls one or more sub-                 requirements regarding information and consultation
sidiaries in the Community does not ensure the                laid down by this Directive. In the absence of such an
presence within the Community of at least one person          agent the management of each subsidiary concerned in
able to fulfil the requirements as regards disclosure of      the Community shall be held responsible for the
information and consultation laid down by this                obligations arising from Articles 3 and 4.
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 5                                                     Article 3
1.     At least every six months, the management of a          1.   At least once a year, at a fixed date, the
dominant undertaking shall forward relevant infor-            management of a parent undertaking shall forward
mation to the management of its subsidiaries in the           general but explicit information giving a clear picture
Community giving a clear picture of the activities of         of the activities of the parent undertaking and its sub-
 ---pagebreak--- No C 217/8                           Official Journal of the European Communities                             12. 8. 83
                     ORIGINAL PROPOSAL                                           AMENDED PROPOSAL
the dominant undertaking and its subsidiaries taken          sidiaries as a whole to the management of each of its
as a whole.                                                  subsidiaries in the Community, with a view to the
                                                             communication of this information to the employees'
                                                             representatives as provided in paragraph 4. For the
                                                             same purpose, the management of the parent under-
                                                             taking shall forward to the management of each sub-
                                                             sidiary concerned specific information on a particular
                                                             sector of production or geographical area in which the
                                                             subsidiary is active.
2.    This information shall relate in particular to:         2.   This information shall relate in particular to:
(a) structure and manning;                                    (a) structure;
(b) the economic and financial situation;                     (b) the economic and financial situation;
(c) the situation and probable development of the             (c) the probable development of the business and of
     business and of production and sales;                        production and sales;
(d) the employment situation and probable trends;             (d) the employment situation and probable trends;
(e) production and investment programmes;                     (e) investment prospects.
(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             3.    Where the information provided for in
required to communicate such information without             paragraph 2 is brought up to date after the date fixed
delay to employees' representatives in each subsidiary.      in accordance with paragraph 1, and communicated in
                                                             implementation of the relevant legislation to share-
                                                             holders and creditors, the management of the parent
                                                             undertaking shall also foward it to the management of
                                                             its subsidiaries, with a view to its communication to
                                                             the employees' representatives.
4.    Where the management of the subsidiaries is             4.    The management of each subsidiary shall be
unable to communicate the information referred to in          required to communicate the information referred to
paragraphs (1) and (2) to employees' representatives,         in paragraphs 2 and 3 without delay to the employees'
the management of the dominant undertaking must               representatives, with the exception of secret infor-
communicate such information to any employees'                mation as defined in Article 7 (1). The employees'
representatives who have requested it to do so.               representatives may ask the management for oral
                                                              explanations of the information communicated. The
                                                              management is required to provide such explanations,
                                                              and, if necessary, to make it clear what information is
                                                              to be treated as confidential under the terms of
                                                              Article 7 (2).
5.    The Member States shall provide for appropriate         5.    If the management of the subsidiary fails to fulfil
penalties for failure to comply with the obligations          its obligation to communicate the information
laid down in this Article.                                    required to its employees' representatives within 30
                                                              days of the date fixed, referred to in paragraph 1, or
                                                              of the date of communication in the case of the up-
                                                              dated information referred to in paragraph 3, the
                                                              representatives of the employees of the subsidiary may
                                                              approach in writing the management of the parent
                                                              undertaking. That undertaking shall be obliged to
 ---pagebreak--- 12.8.83                           Official Journal of the European Communities                               No C 217/9
                   ORIGINAL PROPOSAL                                               AMENDED PROPOSAL
                                                              communicate the relevant information without delay
                                                              to the management of the subsidiary.
                                                              6.     The terms of this Article shall apply equally
                                                              where the parent undertaking is at the same time the
                                                              subsidiary of another parent undertaking, unless that
                                                              undertaking itself meets the obligations resulting from
                                                              this Article.
                                                              7.     Member States shall provide for appropriate
                                                              penalties for failure to comply with the obligations laid
                                                              down in this Article.
                        Article 6                                                        Article 4
1.    Where the management of a dominant under-                1.    Where the management of a parent undertaking
taking proposes to take a decision concerning the             proposes to take a decision concerning the whole or a
whole or a major part of the dominant undertaking             major part of the parent undertaking or of a sub-
or of one of its subsidiaries which is liable to have a       sidiary in the Community which is liable to have
substantial effect on the interests of its employees, it      serious consequences for the interests of the employees
shall be required to forward precise information to           of its subsidiaries in the Community, it shall be
the management of each of its subsidiaries within the         required to forward precise information to the
Community not later than 40 days before adopting              management of each subsidiary concerned in good
the decision, giving details of:                              time before the final decision is taken with a view to
                                                              the communication of this information to the
                                                              employees' representatives in the manner provided in
                                                              paragraph 3. This information shall relate in particular
                                                              to:
— the grounds for the proposed decision;                      — the grounds for the proposed decision,
— the legal, economic and social consequences of              — the legal, economic and social consequences of
    such decision for the employees concerned;                     such decision for the employees concerned,
— the measures        planned     in   respect  of  these     — the measures           planned     in respect  of  such
    employees.                                                     employees.
2.    The decisions referred to in paragraph (1) shall        2.     Decisions liable to have serious consequences
be those relating to:                                         may in particular relate to:
(a) the closure or transfer of an establishment or            (a) the closure or transfer of an establishment or
     major parts thereof;                                          major parts thereof;
(b) restrictions,     extensions        or     substantial    (b) substantial restrictions or modifications of the
     modifications to the activities of the undertaking;           activities of the undertaking;
(c) major modifications with regard to organization;          (c) major modifications with regard to organization,
                                                                   working practices or production methods,
                                                                   including modifications resulting from the intro-
                                                                   duction of new technologies;
(d) the introduction of long-term cooperation with             (d) the introduction of long-term cooperation with
    other undertakings or the cessation of such                     other undertakings or the cessation of such
    cooperation.                                                    cooperation;
                                                               (e) measures relating to workers' health and to
                                                                    industrial safety.
3.    The management of each subsidiary shall be              3.     Without prejudice to Article 7 (1), the
required to communicate this information without              management of each subsidiary concerned shall be
delay to its employees' representatives and to ask for        required to communicate in writing without delay the
their opinion within a period of not less than 30 days.       information referred to in paragraph 1, with the
                                                              exception of secret information as defined in Article 7
                                                              (1), to the employees' representatives, to ask for their
                                                              opinion, granting them a period of at least 30 days
                                                              from the day on which the information is
 ---pagebreak--- No C 217/10                            Official Journal of  European Communities                            12. 8. 83
                    ORIGINAL PROPOSAL                                            AMENDED PROPOSAL
                                                            communicated, and to hold consultations with them
                                                            with a view to attempting to reach agreement on the
                                                            measures planned in respect of the employees. The
                                                            provisions of the second subparagraph of Article 3 (4)
                                                            shall apply mutatis mutandis.
4.     Where, in the opinion of the employees' re-          4.     Where the obligations laid down in paragraph 3
presentatives, the proposed decision is likely to have a    are not fulfilled, Member States shall ensure that
direct effect on the employees' terms of employment         employees' representatives have the right to appeal to
or working conditions, the management of the sub-           a tribunal or other competent national authority for
 sidiary shall be required to hold consultations with       measures to be taken within a maximum period of 30
 them with a view to reaching agreement on the              days to compel the management of the subsidiary to
 measures planned in respect of them.                       fulfil its obligations.
5.     Where the management of the subsidiaries does        5.     The proposed decision referred to in paragraph
not communicate to the employees' representatives           1 shall not be implemented before the opinion of the
the information required under paragraph (3) or does        employees' representatives is received or failing that
not arrange consultations as required under                 before the end of the period granted according to
paragraph (4), such representatives shall be auth-          paragraph 3.
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      6.     Where information concerning a decision within
penalties in case of failure to fulfil the obligations laid the meaning of paragraph 1 is withheld because it is
down in this Article. In particular, they shall grant to    secret within the meaning of Article 7 (1), the
the employees' representatives concerned by the             management of the subsidiary is nonetheless required,
decision the right of appeal to tribunals or other          at least 30 days before putting into effect any decision
competent national authorities for measures to be           directly affecting conditions of work or employment,
taken to protect their interests.                           to hold consultations with the employees' rep-
                                                            resentatives with a view, to attempting to reach
                                                            agreement on the measures planned in respect of the
                                                            employees.
                                                             7.    The terms of this Article shall apply equally
                                                            where the parent undertaking is at the same time the
                                                            subsidiary of another parent undertaking, unless that
                                                            undertaking itself meets the obligations resulting from
                                                             this Article.
                                                            8.     Member States shall provide for appropriate
                                                            penalties for failure to comply with the obligations laid
                                                            down in this Article.
                         Article 7                                                   Article 5
 1.    Where in a Member State a body representing            1. Where, in a Member State a body representing
employees exists at a level higher than that of the          employees exists at a level higher than that of the
individual subsidiary, the information provided for in       subsidiary, the information referred to in Article 3
Article 5 relating to the employees of all the sub-          relating to the employees of all the subsidiaries thus
sidiaries thus represented shall be given to that body.      represented shall be given to that body.
2.     The consultations provided for in Article 6 shall     2.     The consultations provided for in Article 4 shall
take place under the same conditions with the repres-        take place under the same conditions with the rep-
entative body referred to in paragraph (1).                  resentative body referred to in paragraph 1 if the rep-
                                                             resentatives of the employees whose terms of
 ---pagebreak---  12.8.83                             Official Journal of the European Communities                            No C 217/11
                       ORIGINAL PROPOSAL                                             AMENDED PROPOSAL
                                                                  employment or working conditions are directly
                                                                  affected by the decision agree to transfer their right to
                                                                  be consulted to the higher level.
3.    A body representing all the employees of the                 3.   A body representing all the employees of the
dominant undertaking and its subsidiaries within the              parent undertaking and its subsidiaries within the
Community may be created by means of agreements                   Community may be created by means of agreements
to be concluded between the management of the                     to be concluded between the management of the
dominant undertaking and the employees' rep-                      undertaking concerned and the employees' rep-
resentatives. If such a body is created, paragraphs 1             resentatives. If such a body is created, paragraphs 1
and 2 shall be applicable.                                        and 2 shall be applicable.
                                                                  4.    Member States may limit the obligations laid
                                                                  down in Articles 3 and 4 to subsidiaries which, in
                                                                  respect of the number of employees, fulfil the
                                                                  conditions for the election or designation of a
                                                                  collegiate body representing the employees.
                                                                  5.    Member States may provide that the information
                                                                  and consultation procedures referred to in Article 3
                                                                  (4) and (5) and Article 4 (3) to (6) may take place
                                                                 directly with the employees, without prejudice to the
                                                                 application of the other provisions of this Directive.
                            Article 9                                                      Article 6
1.    The management of an undertaking whose                     1.    The provisions of Articles 3, 4 and 5 shall apply
decision-making centres is located in a Member State             mutatis mutandis to the procedures for informing and
of the Community and which has one or more                       consulting the employees' representatives in the under-
establishments in at least one other Member State                takings referred to in the second indent of Article 2
shall disclose, via the management of those                      (1).
establishments, information to the employees' repres-
entatives 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                     2.    For the purposes of this Article, the terms
decision-making centre is located in a non-member                'parent undertaking' and 'subsidiary' shall be replaced
country and which has at least one establishment in              by the terms 'undertaking' and 'establishment'
one Member State shall be subject to the obligations             respectively.
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
undertakings with complex structures whose decision-making
 centre is located in the country in which the employees work
                           Article 10                                                 Articles 10 to 14
The management of a dominant undertaking whose                   Deleted and combined with Articles 2(1) and 3 to 6.
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,
 ---pagebreak---  No C 217/12                           Official Journal of the European Communities           12.8.83
                     ORIGINAL PROPOSAL                                       AMENDED PROPOSAL
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 each 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
 ---pagebreak---  12. 8. 83                         Official Journal of the European Communities                No C 217/13
                     ORIGINAL PROPOSAL                                        AMENDED PROPOSAL
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 part thereof;
 (b) restrictions, extensions or substantial modifi-
      cations 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 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
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                     ORIGINAL PROPOSAL                                            AMENDED PROPOSAL
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' rep-
resentatives, 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' rep-
resentatives 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.
                       SECTION IV                                                    SECTION III
                    Secrecy requirements                                       Secrecy and confidentiality
                         Article 15                                                    Article 7
 1.    Members and former members of bodies                   1.    The management of an undertaking shall be
representing employees and delegates authorized by            authorized not to communicate secret information.
them shall be required to maintain discretion as              Information may only be treated as secret which, if
regards information of a confidential nature. Where           disclosed, could substantially damage the under-
they communicate information to third parties they            taking's interests or lead to the failure of its plans.
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 consultations provided for in Article 12           2.    Employees, their representatives and the experts
 shall take place under the same conditions with the          to whom they refer shall not reveal to third parties
 representative body referred to in paragraph (1).            any information which has been given to them in
                                                              confidence.
                                                              3.    Member States shall ensure that a tribunal or
                                                              other competent national authority can settle disputes
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                       ORIGINAL PROPOSAL                                              AMENDED PROPOSAL
                                                                  concerning the secret character of any information
                                                                  withheld in application of paragraph 1, or the
                                                                  confidential character of the information referred to
                                                                  in paragraph 2.
3.    The Member States shall impose appropriate                  4.    Member States shall provide for appropriate
penalties in cases of infringements of the secrecy                penalties for failure to comply with the obligations laid
requirement.                                                      down in this Article.
                           SECTION V                                                     SECTION IV
                          Final provisions                                              Final provisions
                            Article 16                                                     Article 8
 This Directive shall be without prejudice to measures            1.    This Directive shall be without prejudice to
 to be taken pursuant to Council Directive                        measures taken pursuant to Directive 75/129/EEC
 75/129/EEC of 17 February 1975 on the approxi-                   and Directive 77/187/EEC or to the freedom of the
 mation of the laws of the Member States relating to              Member States to apply or introduce laws, regu-
 collective redundancies (') and Directive 77/187/                lations or administrative provisions which are more
 EEC (2) or to the freedom of the Member States to                favourable to employees.
 apply or introduce laws, regulations or administrative
 provisions which are more favourable to employees.
                                                                  2.    In implementing this Directive, Member States
                                                                  may lay down special provisions for undertakings and
                                                                  establishments whose direct and main objectives are:
                                                                  (a) political, religious, humanitarian,        charitable,
                                                                       educational, scientific or artistic, or
                                                                  (b) related to public information or expression of
                                                                       opinion.
                                                                  Such special provision must be limited to that which is
                                                                  necessary to ensure that such undertakings enjoy the
                                                                  freedom to which they are entitled under the national
                                                                  laws to which they are subject.
                                                                  3.    This Directive shall be without prejudice to the
                                                                  application of national laws concerning bankruptcy,
                                                                  winding up proceedings, arrangements, compositions
                                                                  or other similar proceedings in so far as these
                                                                  proceedings result from judicial decisions.
                            Article 17                                                      Article 9
2.    The Member States shall communicate to the                  The Member States shall introduce the laws, regu-
Commission the texts of laws, regulations and                     lations and administrative provisions necessary to
administrative provisions which they adopt in the area            comply with this Directive not later than 1 July 1987.
covered by this Directive.                                        They shall forthwith inform the Commission thereof.
                            Article 18                                                     Article 10
Within two years from the date fixed in Article 17,               Within two years from the date referred to in Article
the Member States shall transmit to the Commission                9, Member States shall forward to the Commission all
(') OJ No L 48, 22. 2. 1975, p. 29.
O O J N o L 6 1 , 5 . 3. 1977, p. 26.
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                    ORIGINAL PROPOSAL                                           AMENDED PROPOSAL
all information necessary to enable it to draw up a           necessary information to enable it to draw up a report
report to be submitted to the Council relating to the         on the application of this Directive for submission to
application of this Directive.                                the Council.
                        Article 19                                                  Article 11
This Directive is addressed to the Member States.             Unchanged.