CELEX: 51994PC0228
Language: en
Date: 1994-06-03
Title: Amended proposal for a COUNCIL DIRECTIVE on the establishment of European committees or procedures in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees

No C 199 / 10                         Official Journal of the European Communities                       21 . 7 . 94
                                                               II
                                                      (Preparatory Acts)
                                                  COMMISSION
             Amended proposal for a Council Directive on the establishment of European committees or
             procedures in Community-scale undertakings and Community-scale groups of undertakings for
                                 the purposes of informing and consulting employees (')
                                                        (94/C 199/ 10)
                                                   (Text with EEA relevance)
                                           COM(94) 228 final — 94/01 13(PRT)
             (Submitted by the Commission pursuant to Article 189 A (2) of the EC Treaty on 3 June 1994)
             O OJ No C 135, 18 . 5 . 1994, p. 8 .
                     ORIGINAL TEXT                                                AMENDED TEXT
THE COUNCIL OF THE EUROPEAN UNION                                 Unchanged
Having regard to the Agreement on Social Policy
annexed to the Treaty establishing the European
Community, and in particular Article 2 (2) thereof,                                                                  v
Having regard to the proposal from the Commission,
In cooperation with the European Parliament,
Having regard to the opinion of the Economic and
Social Committee,
Whereas, on the basis of the Protocol on Social Policy
annexed to the Treaty establishing the European
Community, the Kingdom of Belgium, the Kingdom of
Denmark, the Federal Republic of Germany, the
Hellenic Republic, the Kingdom of Spain, the French
Republic, Ireland, the Italian Republic, the Grand Duchy
of Luxembourg, the Kingdom of the Netherlands and
the Portuguese Republic (hereinafter referred to as 'the
Member States'), desirous of implementing the Social
Charter of 1989, have adopted an Agreement on Social
Policy;
Whereas, pursuant to Article 1 of the said Agreement,
one particular objective of the Community and the
Member States is to promote social dialogue at
Community level ;
 ---pagebreak--- 21 . 7 . 94                            Official Journal of the European Communities              No C 199/ 11
                        ORIGINAL TEXT                                               AMENDED TEXT
Whereas point 17 of the Community Charter of Funda­
mental Social Rights of Workers provides, inter alia, that
information, consultation and participation for workers
must be developed along appropriate lines, taking
account of the practices in force in different Member
States ; whereas the Charter states that 'this shall apply
especially in companies or groups of companies having
establishments or companies in two or more Member
States':
Whereas the Commission's 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 (*), as amended (2), did not achieve
the unanimity required for its adoption despite the
existence of a broad consensus among the majority of
Member States ;
Whereas the Commission, pursuant to Article 3 (2) of
the Agreement on Social Policy, has consulted the social
partners at Community level on the possible direction of
Community action on the information and consultation
of workers in Community-scale undertakings and groups
of undertakings ;
Whereas the Commission, considering after this consul­
tation that Community action was desirable, has again
consulted the social partners on the content of the
planned proposal, pursuant to Article 3 (3) of the said
Agreement, and the social partners have presented their
opinions to the Commission ;
Whereas, following this second phase of consultation,
the social partners have not informed the Commission of
their desire to initiate the procedure which might lead to
the conclusion of agreement, as provided for in Article 4
of the Agreement;
Whereas the completion of the internal market should
generate a process of concentrations of undertakings,
cross-border mergers, takeovers, joint ventures and,
consequently, a transnationalization of undertakings and
groups of undertakings ; whereas, if economic activities
are to develop in a harmonious fashion, undertakings
and groups of undertakings operating in two or more
Member States must inform and consult the represen­
tatives of those of their employees that are affected by
their decisions ;
O OJ No C 39, 15 . 2 . 1991 , p. 10.
O OJ No C 336, 31 . 12. 1991 , p. 11 .
 ---pagebreak--- No C 199 / 12                           Official Journal of the European Communities              21 . 7 . 94
                       ORIGINAL TEXT                                                 AMENDED TEXT
Whereas procedures for informing and consulting
employees as embodied in legislation or practice in the
Member States are often not geared to the transnational
structure of the entity which takes the decisions affecting
those employees ; whereas this may lead to the unequal
treatment of employees affected by decisions within one
and the same undertaking or group of undertakings ;
Whereas appropriate provisions must be adopted to
ensure that the employees of Community-scale under­
takings or groups of undertakings are properly informed
and consulted when decisions likely to affect them are
taken in a Member State other than that in which they
are employed;
Whereas, in order to guarantee that the employees of
undertakings or groups of undertakings operating in two
or more Member States are properly informed and
consulted, it is necessary to set up European committees
or to create some other suitable procedure for the trans­
national information and consultation of employees ;
Whereas it is accordingly necessary to have a definition
of the concept of controlling undertakings relating solely
to this Directive and not prejudging definitions of the
concepts of group or control which might be adopted in
texts to be drafted in the future ;
Whereas the mechanisms for informing and consulting
employees in such undertakings or groups must
encompass all of the establishments or, as the case may
be, the groups undertakings located within the Member
States, regardless of whether the undertaking or the
group's controlling undertaking has its central
management inside or outside the territory of the
Member States ;
Whereas, in accordance with the principle of autonomy
of the parties, it is for the representatives of employees
and the management of the undertaking or the group's
controlling undertaking to determine by agreement the
nature, composition, powers, mode of operation,
procedures and financial resources of European
committees    or   other    information   and    consultation
procedures so as to suit their own particular circum­
stances ;
Whereas,    however,     in   the event of the        central
management refusing to initiate negotiations or in the
absence of agreement subsequent to such negotiations,
provision should be made for certain subsidiary
requirements to apply should the parties so decide ;
 ---pagebreak--- 21 . 7 . 94                           Official Journal of the European Communities              No C 199 / 13
                      ORIGINAL TEXT                                                AMENDED TEXT
Whereas , moreover, employees' representatives may
decide not to seek the setting-up of a European
committee or the parties concerned may decide on an
alternative procedure for informing and consulting
employees ;
Whereas, without prejudice to the possibility of the
parties deciding otherwise , the European committee set
up in the absence of agreement between the parties must
be kept informed and consulted on the activities and
projects of the undertaking or group of undertakings as
that it may assess the possible impact on employees'
interests ; whereas , to that end , the undertaking or
controlling undertaking must be required to
communicate to the employees' appointed representatives
general information concerning the interests of
employees and information relating more specifically to
those aspects of the activities and projects of the under­
taking or group of undertakings which are liable to
affect employees' interests ; whereas the European
committee must be able to deliver' an opinion ;
Whereas certain decisions having a particular effect on
the interests of employees must be the subject of a
special consultation of the employees'' appointed rep­
resentatives as soon as possible to enable them to deliver
an opinion ;
Whereas the information and consultation provisions laid
down in this Directive must be implemented in the case
of an undertaking or a group's controlling undertaking
which has its central management outside the territory of
the Member States by its representative agent in one of
the Member States or, in the absence of such an agent,
by the establishment or controlled undertaking
employing the greatest number of employees in the
Member States ;
Whereas special treatment should be accorded to
Community-scale undertakings and groups of under­
takings in which there exists, at the time of entry into
force of this Directive, an agreement providing for the
transnational information and consultation of employees ;
Whereas the Member States must take appropriate
measures in the event of failure to comply with the obli­
gations imposed in this Directive ,
 ---pagebreak---  No C 199 / 14                           Official Journal of the European Communities              21 . 7 . 94
                        ORIGINAL TEXT                                                 AMENDED TEXT
 HAS ADOPTED THIS DIRECTIVE :
                           SECTION I
                           GENERAL
                            Article 1
                            Objective
 1 . The purpose of this Directive is to improve the
right to information and to consultation of employees in
Community-scale undertakings and Community-scale
groups of undertakings .
2 . A European committee or a procedure for
informing and consulting employees shall be established
in every Community-scale undertaking and every
Community-scale group of undertakings , where
requested in the manner set out in Article 5(1 ), with the
purpose of informing and consulting employees under
the terms , in the manner and with the effects laid down
in this Directive .
3 . Notwithstanding          paragraph      2,     where      a
Community-scale group of undertakings within the
meaning of point (c) of Article 2 comprises one or more
undertakings which are Community-scale undertakings
within the meaning of points (a) or (c) of that Article a
European committee shall be established at the level of
the group unless the agreements referred to in Article 6
provide otherwise .
4 . Unless a wider scope is provided for in the
agreements referred to in Article 6, the powers and
competence of European committees and the scope of
information and consultation procedures provided for by
this Directive shall, in the case of a Community-scale
undertaking, cover all the establishments located within
the     Member      States   and,     in  the    case    of   a
Community-scale group of undertakings, all group
undertakings located within the Member States .
                            Article 2
                           Definitions
1.     For the purposes of this Directive :
(a) 'Community-scale undertaking' means any under­
     taking with at least 1 000 employees within the
     Member     States   as  a    whole  and    at  least   100
     employees in each of at least two Member States ;
 ---pagebreak--- 21 . 7 . 94                             Official Journal of the European Communities              No C 199 / 15
                        ORIGINAL TEXT                                                AMENDED TEXT
(b) a 'group of undertakings' means a controlling under­
     taking and its controlled undertakings ;
(c) 'Community-scale group of undertakings' means a
     group of undertakings with the following charac­
     teristics :
     — at least 1 000 employees within the Member
          States as a whole,
     — at least two group undertakings in different
          Member States, and
     — at least one group undertaking with at least 100
          employees in one Member State and another
          group undertaking with at least 100 employees in
          another Member State ;
(d) 'employees' representatives' means the employees'
     representatives provided for by national law and / or
     practice ;
(e) 'central management' means the central management
     of the Community-scale undertaking or, in the case
     of a Community-scale group of undertakings, of the
     controlling undertaking, or the representative agent
     referred to in Article 4 (2) ;
(f) 'consultation' means the exchange of views and
     establishment of dialogue between employees' repre­
     sentatives and central management or any other
     more appropriate level of management.
2.      For the purposes of this Directive , the prescribed
thresholds for the size of the workforce shall be based
on the average number of employees , including part-time
employees, employed during the previous two years,
calculated according to national legislation and/or
practice .
3.      In compliance with the principles and objectives of
the Directive, and in so far as the need arises, the
Member States may establish special provisions to apply
to the crews of seagoing vessels, adapted to their
particular working conditions .
                           Article 3
            Definition of 'controlling undertaking'
1 . For the purposes of this Directive , 'controlling
undertaking' means an undertaking which can exercise a
dominant influence over another undertaking ('the
controlled undertaking') by virtue, for example, of
ownership, financial participation or the rules which
govern it.
 ---pagebreak---  No C 199 / 16                            Official Journal of the European Communities              21 . 7 . 94
                       ORIGINAL TEXT                                                   AMENDED TEXT
2 . The ability to exercise a dominant influence shall
be presumed, without prejudice to prove to the contrary,
when, in relation to another undertaking, an undertaking
directly or indirectly :
 (a) holds a majority of that undertaking's subscribed
     capital ;
(b) controls a majority of the votes attached to that
     undertaking's issued share capital ;
     or
(c) can appoint more than half of the members of that
     undertaking's administrative, management or super­
     visory body.
3 . For the purposes of paragraph 2 , a controlling
undertaking's rights as regards voting and appointment
shall include the rights of any other controlled under­
taking and those of any person or body acting in his or
its own name but on behalf of the controlling under­
taking or of any other controlled undertaking.
4 . Notwithstanding paragraphs 1 and 2 , an under­
taking shall not be deemed to be a 'controlling under­
taking' with respect to another undertaking in which it
has holdings where the former undertaking is a company
referred to in Article 3 (5) (a) or (c) of Council Regu­
lation (EEC) No 4064 / 89 (').
5 . A dominant influence shall not be presumed to be
exercised solely by virtue of the fact that an office holder
is exercising his functions , according to the law of a
Member State relating to liquidation , winding up ,
insolvency, cessation of payments , compositions or
analogous proceedings .
6 . The law applicable in order to determine whether
an undertaking is a 'controlling undertaking' shall be the
law of the Member State which governs that under­
taking.
Where the law governing that undertaking is not that of
a Member State, the law applicable shall be the law of
the Member State within whose territory the represen­
tative agent of the undertaking or, in the absence of such
an agent, the central management of the group under­
taking which employs the greatest number of employees
in the Community is situated .
7.    Where, in the case of a conflict of laws in the
application of paragraph 2 , two or more undertakings
from a group satisfy one or more of the criteria laid
down in that paragraph, the undertaking which satisfies
the criterion laid down in point (c) thereof shall be
regarded as the controlling undertaking, without
prejudice to prove that another undertaking is able to
exercise a dominant influence .
C) OJ No L 395 , 30 . 12 . 1989 , p . 1 .
 ---pagebreak--- 21 . 7 . 94                             Official Journal of the European Communities                         No C 199/ 17
                       ORIGINAL TEXT                                                  AMENDED TEXT
                         SECTION II
ESTABLISHMENT OF A EUROPEAN COMMITTEE OR
AN EMPLOYEE INFORMATION AND CONSULTATION
                        PROCEDURE
                           Article 4
Responsibility for the establishment of a European
committee or an employee information and consultation
                          procedure
1 . The central management shall be responsible for
creating the conditions and means necessary for the
setting up of a European committee or an information
and consultation procedure as provided for by this
Directive in respect of a Community-scale undertaking
or a Community-scale group of undertakings.
2. Where the central management is not situated in a
Member State, the central managment's representative
agent in a Member State, to be designated if necessary,
shall carry out the responsibility referred to in paragraph
1.
In the absence of such an agent, the management of the
establishment or the central management of the group
undertaking employing the greatest number of employees
in any one Member State shall bear the responsibility
referred to in paragraph 1 .
                          Article 5
                  Spécial negotiating body
   J
1 . The central management shall initiate negotiations            1 . The central management shall initiate negotiations
for the establishment of a European committee or an               for the establishment of a European committee or an
information and consultation procedure on its own                 information and consultation procedure on its own
initiative or at the written request of at least 100              initiative or at the written request of at least 100
employees or their representatives in at least two under­         employees or their representatives body in at least two
takings or establishments in at least two different               undertakings or establishments in at least two different
Member States .                                                   Member States .
2. The special negotiating body shall be composed in
accordance with the following guidelines :
(a) the Member States shall determine the method to be
     used for the election or appointment of the members
     of the special negotiating body who are to be elected
     or appointed in their territories.
     Member States shall provide that employees in
     undertakings and/or establishments in which there
     are no employees' representatives through no fault of
     their own, have the right to elect or appoint
     members of the special negotiating body;
(b) the special negotiating body shall have a minimum of
     three and a maximum of 17 members .
 ---pagebreak---  No C 199/ 18                         Official Journal of the European Communities              21 . 7 . 94
                      ORIGINAL TEXT                                                AMENDED TEXT
 (c) in these elections or appointments, it must be
     ensured :
     — first, that each Member States in which the
         Community-scale undertaking has one or more
         establishments or in which the Community-scale
         group of undertakings has the controlling under­
        taking or one or more controlled undertakings is
         represented by one member,
     — secondly, that there are supplementary members
         in proportion to the number of employees
        working in the establishments, the controlling
        undertaking or the controlled undertakings as
        laid down by the legislation of the Member State
        within the territory of which the central
        management is situated ;
 (d) the central management shall be informed of the
     composition of the special negotiating body.
 3. The special negotiating body shall have the task of
determining, with the central management, by written
agreement, the scope, composition, powers and term of
office of the European committee(s) or the arrangements
for implementing a procedure for the information and
consultation of employees.
4. With a view to the conclusion of an agreement in
accordance with Article 6, the central management shall
convene a meeting with the special negotiating body. It
shall inform the local managements accordingly.
For the purpose of the negotiations, the special
negotiating body may be assisted by experts of its choice.
5. The special negotiating body may decide, by at
least two-thirds of the votes, not to open negotiations in
accordance with paragraph 4, or to terminate the
negotiations already opened.
Such a decision shall stop the procedure to conclude the
agreement referred to in Article 6. Where such a decision
has been taken, the provisions in the Annex shall not
apply.
A new request to convene the special negotiating body
may be made at the earliest within two years of the
abovementioned decision unless the parties concerned lay
down shorter periods.
6. Any expenses relating to the negotiations referred
to in paragraphs 3 and 4 shall be borne by the central
management so as to enable the special negotiating body
to carry out its task in an appropriate manner.
 ---pagebreak--- 21 . 7 . 94                           Official Journal of the European Communities              No C 199/ 19
                        ORIGINAL TEXT                                              AMENDED TEXT
                           Article 6
                  Content of the agreement
 1 . The central management and the special
negotiating body must negotiate in a spirit of coop­
eration with a view to reaching an agreement.
2. Without prejudice to the autonomy of the parties,
the agreement drawn up in writing between the central
management and the special negotiating body shall
determine :
(a) the scope and the composition of the European
     committee(s), the number of members, the allocation
     of seats, the election procedures and the term of
     office ;
(b) the     functions   and   powers   of the      European
     committee(s) ;
(c) the procedure for informing and consulting the
     European committee(s);
(d) the venue, frequency and duration of meetings of the
     European committee(s);
(e) the financial and material resources to be allocated
     to the European committee(s) ;
(f) the duration of the agreement and the procedure for
     its renegotiation.
3. The central management and the special
negotiating body may decide, in writing, to establish an
information and consultation procedure instead of a
European committee.
The agreement must stipulate by what method the
employees' representatives shall have the right to meet to
discuss the information conveyed to them.
4. The agreements referred to in paragraphs 2 and 3
shall not, unless provision is made otherwise, be subject
to the subsidiary requirements of the Annex.
5 . For the purposes of concluding the agreements
referred to in paragraphs 2 and 3, the special negotiating
body shall act by a majority of its members.
                           Article 7
                   Subsidiary requirements
1 . Where the central management and the special
negotiating body so decide or if the central management
refuses to commence negotiations within six months of
the request referred to in Article 5 ( 1 ), or if, after two
years from the date of this request, they are unable to
conclude an agreement as laid down in Article 6 and the
special negotiating body has not taken the decision
provided for in Article 5 (5), the subsidiary requirements
laid down by the legislation of the Member State in
which the central management is situated shall apply.
 ---pagebreak---  No C 199 /20                           Official Journal of the European Communities                                 21 . 7 . 94
                       ORIGINAL TEXT                                                     AMENDED TEXT
 2. The subsidiary requirements referred to in
paragraph 1 as adopted in the legislation of the Member
 State must at least satisfy the provisions set out in the
Annex.
                        SECTION III
                   Miscellaneous provisions
                           Article 8
                  Confidential information
 1 . Member States shall provide that members of
special negotiating bodies or of European committees
and the experts who assist them are not authorized to
reveal any information which has expressly been
provided to them in confidence.
The same shall apply to employees' representatives in the
framework      of   an    information     and    consultation
procedure.
This obligation shall continue to apply, wherever the
persons referred to in the first and second subparagraphs
are, even after the expiry of their terms of office.
2. Each Member State shall provide, in specific cases             2. Each Member State shall provide, in specific cases
and under the conditions and limits laid down by                  and under the conditions and limits laid down by
national legislation, that the central management situated        national legislation, that the central management situated
in its territory need not transmit information when its           in its territory need not transmit information when its
nature is such that it would be seriously prejudicial to          nature is such that it would be seriously prejudicial, in
any of the undertakings affected.                                 the light of objective criteria, to any of the undertakings
                                                                  affected .
A Member State may make such derogation subject to
prior administrative of judicial authorization.
                          Article 9
Operation of European committees or information and
                  consultation procedures
The central management and the European committee
shall work in a spirit of cooperation with due regard to
their reciprocal rights and obligations.
 ---pagebreak--- 21 . 7 . 94                               Official Journal of the European Communities              No C 199 /21
                         ORIGINAL TEXT                                                 AMENDED TEXT
The same shall apply to cooperation between the central
management and employees representatives in the
framework        of   an   information      and    consultation
procedure.
                           Article 10
            Protection of employees représentatives
Members of special negotiating bodies, members of
European committees and employees' representatives
exercising their functions under the procedure referred
to in Article 6 (3) shall, in the exercise of their functions,
enjoy the same protection and guarantees provided for
employees' representatives by the national legislation
and/or practice in force in their country of employment,
especially as regards attendance at meetings of special
negotiating bodies or European committees or any other
meetings within the framework of the agreement
referred to in Article 6 (3), and the payment of wages
for      members     who    are   on     the   staff   of   the
Community-scale undertaking or the Community-scale
group of undertakings for the period of absence
necessary for the performance of their duties.
                           Article 11
                Compliance with this Directive
1.      Each    Member     State   shall    ensure   that   the
management of establishment or group undertakings
situated within its territory and their employees' repre­
sentatives or, as the case may be, employees abide by the
obligations laid down by this Directive, regardless of
whether or not the central mangagement is situated
within its territory.
2.      Member States shall ensure that the information on
the number of employees referred to in points (a) and (c)
of Article 2 ( 1 ) is made available by undertakings at the
request of the parties concerned by the application of
this Directive .
3 . Member States shall provide for appropriate
measures in the event of failure to comply with this
Directive and shall in particular ensure that adequate
administrative or judicial procedures are available to
enable the obligations deriving from this Directive to be
enforced.
4. Where Member States apply Article 8 , they shall
make provision for administrative or judicial appeal
procedures which the employees' representatives may
initiate when the management requires confidentiality or
does not give information in accordance with that
Article .
 ---pagebreak--- No C 199 /22                              Official Journal of the European Communities              21 . 7 . 94
                         ORIGINAL TEXT                                                 AMENDED TEXT
                            Article 12
     Link between this Directive and other provisions
 1 . This Directive shall apply without prejudice to
measures taken pursuant to Council Directive
75 / 129/EEC (l)         and      to     Council      Directive
77/ 187/EEC O .
2. This Directive shall not prejudice employees'
existing rights to information and consultation under
national legislation.
3 . This Directive shall not affect Member States' right
to apply or introduce laws, regulations or administrative
provisions which are more favourable to employees or to
allow or give priority to the application of collective
agreements which are more favourable to employees.
                            Article 13
                     Agreements in force
1 . Without prejudice to paragraph 2, the obligations
arising from this Directive shall not apply to
Community-scale undertakings or groups of under­
takings in which, on the date laid down in Article 14 ( 1 )
for the transposition of this Directive or the date of its
transposition in the Member State in question, where this
is earlier than the abovementioned date, there is already
an agreement providing for the transnational information
and consultation of employees.
2. When the agreements referred to in paragraph 1
expire, the parties to these agreements may decide jointly
to renew them. Where this is not the case, the provisions
of this Directive shall apply.
                            Article 14
                         Final provisions
Member States shall bring into force the laws, regu­
lations and administrative provisions necessary to comply
with this Directive within two years of its entry into
force or shall ensure by that date at the latest that
employers and worker's representatives introduce the
required provisions by way of agreement, the Member
States being obliged to take the necessary steps enabling
them at all times to guarantee the results impossed by
this Directive. They shall immediately inform the
Commission thereof.
C) OJ No L 48 , 22. 2. 1975, p. 29.
(J) OJ No L 61 , 5 . 3 . 1977, p. 26.
 ---pagebreak---  21 . 7. 94                                  Official Journal of the European Communities                         No C 199/23
                          ORIGINAL TEXT                                                    AMENDED TEXT
When Member States adopt these provisions, these shall
contain a reference to this Directive or shall be accom­
panied by such reference at the time of their official
publication. The procedure for such reference shall be
adopted by Member States.
                              Article 15
                   Review by the Commission
Seven years after the adoption of this Directive, the                  Five years after the adoption of this Directive, the
Commission shall review its operation and, in particular,              Commission shall review its operation and, in particular,
examine whether the workforce size thresholds are                      examine whether the workforce size thresholds are
appropriate with a view to                   proposing    suitable     appropriate with a view to presenting to the Council of
amendments, where necessary.                                           the European Union and to the European Parliament
                                                                       suitable amendments, where necessary.
                             Article 16
This Directive shall enter into force on the 20th day
following its publication in the Official Journal of the
European Communities.
                             Article 17
This Directive is addressed to the Member States .
                               ANNEX                                   Unchanged
                 SUBSIDIARY REQUIREMENTS
1 . The establishment, composition and competence of a
European committee shall be governed by the following rules :
(a) the competence of the European committee shall be limited
     to those matters which concern the Community-scale
     undertaking or Community-scale group of undertakings as
     a whole or at least two of its establishments or group under­
     takings situated in different Member States.
     In the case of undertakings or groups of undertakings
     referred to in Article 4 (2), the competence of the European
     committee shall be limited to those matters concerning all
     their establishments or group undertakings situated within
     the Member States or concerning at least two of their estab­
     lishments or group undertakings situated in different
     Member States ;
(b) the European committee shall be composed of employees of
     the Community-scale undertaking or Community-scale
     group of undertakings elected or appointed from their
     number by the employees' representatives or, in the absence
     thereof, by the entire body of employees.
     The election or appointment of members of the European
     committee shall be carried out in accordance with national
     legislation and/or practice ;
 ---pagebreak---   No C 199/24                               Official Journal of the European Communities                                        21 . 7 . 94
                          ORIGINAL TEXT                                                        AMENDED TEXT
 (c) the European committee shall have a minimum of three              (c) The European committee shall have a minimum of three
      members and a maximum of 30 . It shall elect a chairman              members and a maximum of 30 . It shall elect a chairman
      and, where its size warrants it, an executive committee from         and, where its size warrants it, an executive committee from
      among its members, comprising at most a chairman and                 among its members, consisting of four members in addition
      four members. It shall adopt its own rules of procedure ;            to the chairman. It shall adopt its own rules of procedure ;
 (d) in the election or appointment of members of the European         Unchanged
      committee, it must be ensured :
     — firstly, that each Member State in which the
          Community-scale undertaking has one or more estab­
          lishments or in which the Community-scale group of
          undertakings has the controlling undertaking or one or
          more controlled undertakings is represented by one
          member,
     — secondly, that there are supplementary members in
         proportion to the number of employees working in the
         establishments, the controlling undertaking or the
          controlled undertakings as laid down by the legislation
         of the Member State within the territory of which the
         central management is situated ;
 (e) the central management shall be informed of the
     composition of the European committee ;
 (f) if, at the end of this procedure, the number of employees'
     representatives on the European committee is less than 30,
     those establishments or controlled undertakings which did
     not obtain members under subparagraph (d) shall elect or
     appoint a member;
 (g) four years after the European committee is established it
     shall deliberate as to the renegotiation of the agreement
     referred to in Article 6 or the continued application of the
     provisions in this Annex.
     Articles 6 and 7 shall apply, mutatis mutandis if a decision
     has been taken to negotiate an agreement according to
     Article 6 and 'special negotiating body' shall be replaced by
     'European committee'.
2. The European committee shall have the right to meet with
the central management at least once a year, to be informed and
consulted, on the basis of a report drawn up by the central
management, of the progress of the business of the
Community-scale undertaking or Community-scale group of
undertakings and of its prospects. The local management shall
be informed accordingly.
Such information shall relate in particular to its structure,         This meeting shall relate in particular to its structure, economic
economic and financial situation, the probable development of         and financial situation, the probable development of the
the business and of production and sales, the employment              business and of production and sales, the employment situation
situation and probable trend, investment projects, and                and probable trend, investment projects, and substantial changes
substantial changes concerning the organization, the intro­           concerning the organization, the introduction of new working
duction of new working methods or production processes,               methods or production processes, transfers of production,
transfers of production, cut-backs or closures of undertakings,       cut-backs or closures of undertakings, establishments or
establishments or important parts thereof, or collective redun­       important parts thereof, or collective redundancies.
dancies.
 ---pagebreak---  21 . 7. 94                                 Official Journal of the European Communities                                No C 199/25
                          ORIGINAL TEXT                                                       AMENDED TEXT
 3. Where there are exceptional circumstances affecting                Unchanged
 employment, more particularly in the event of relocations, the
 closure of establishments or undertakings or collective redun­
 dancies, the executive committee of the European committee —
or, where there is no such executive committee, the committee
itself — shall have the right to meet, at its request, the central
management, or any other more appropriate level of
management within the Community-scale group of under­
takings, with a view to being informed and consulted on any
measure liable to have a considerable effect on the employees'
interests .
This information and consultation meeting shall take place as
soon as possible on the basis of a report drawn up by the central
management or any other appropriate level of the management
of the Community-scale group of undertakings, on which the
European committee may put forward an opinion within a
reasonable time.
 (Not Jbreseen)                                                       This does not exclude the possibility for the central
                                                                      management, or any other appropriate level of management
                                                                      with the competence to take its own decisions, to fulfil its obli­
                                                                      gation by meeting the whole of the European committee, in
                                                                      order to inform and consult them on any measure liable to have
                                                                      a considerable effect on the employees' interests.
This meeting shall not affect the prerogatives of the central
management.
4. The European committee or its executive committee shall            Unchanged
be entitled to meet before any meeting with the central
management, without the management concerned being present.
5 . The members of the European committee shall be entitled           5. Without prejudice to the provisions of Article 8 , the
to inform the employees' representatives at establishment or at       members of the European committee shall inform the
group undertaking level or, in the absence thereof, the body of       employees' representatives at establishment or at group under­
employees, of the content and outcome of the information and          taking level or, in the absence thereof, the body of employees,
consultation procedure carried out in accordance with this            of the content and outcome of the information and consultation
Annex.                                                                procedure carried out in accordance with the provisions of this
                                                                      Annex .
6. The European committee may be assisted by experts of its           Unchanged
choice, in so far as this is necessary for it to carry out its tasks.
7.    The operating expenses of the European Committee shall
be borne by the central management.
The central management concerned shall provide the members
of the European committee with such financial and material
resources as enable them to meet and perform their duties in an
appropriate manner.
In particular, the cost of organizing meetings and arranging for
interpretation facilities and the accommodation and travelling
expenses of members of the European committee and its
executive committee shall be met by the central management
unless otherwise agreed.