Quick Answers to Questions on the EWC


Top In which undertakings can an EWC be set up in accordance with the EWC Directive of 1994

In companies which
a. have at least 1000 employees within the EU Member States and the European Economic Area (the EEA is the EU 27 + Liechtenstein, Iceland and Norway), and which
b. have at least 150 employees in at least two EU Member States. 
In a group of undertakings, ie a controlling undertaking and the companies which it controls, which
a. have altogether 1000 employees within the EU Member States and the EEA and 
b. have at least 150 employees in each of at least two of the group undertakings in different Member States.


Top What influence does the location of an undertaking or group of undertakings have on the establishment of an EWC?

The location of the headquarters of a transnational undertaking or group of undertakings has no influence on the establishment of an EWC.  Even if the headquarters of the undertaking are outside the EU, an EWC can be formed so long as the undertaking has at least 1000 employees in the EU and EEA and at least 150 employees in two or more Member States.  If undertakings based in the USA or Japan fulfil the above criteria then they will also be covered by the EWC Directive. 


Top Who qualifies as the management of an undertaking which has its headquarters outside the EU or EEA?

The negotiating partner of an EWC is always central management.  If the central management/headquarters are outside of the EU or EEA (eg in the USA) then central management must be represented by a designated representative agent in a Member State, who will be responsible for all matters affecting the EWC or its establishment. 
If there is a lack of such a central management representative, the management of the undertaking (or group of undertakings) which has the greatest number of employees in any one Member State will be regarded as the central management representative and will have the responsibility which follows from this. 


Top How can it be ascertained whether an undertaking or group of undertakings fulfils the criteria in respect of the number of employees?

In order to check whether a firm fulfils the established criteria it has to be ascertained that it is active in at least two EU/EEA Member States.  Secondly, the given employment threshold has to be checked.  The figures will be based on the average number of employees and will include part-time workers.  Care must be taken that a head count is applied and not the number of full time equivalent (FTE) employees normally given in company statistics.  


Top Which countries are covered by an EWC?

An EWC is responsible for employees in all countries of the European Union (currently 27) and the three EEA Member States Iceland, Liechtenstein and Norway. 


Top How is an EWC established for the first time?

The first step in the introduction of an EWC begins with negotiations between a special negotiating body and the undertaking’s management.  The negotiations can be initiated either by the undertaking’s management itself (seldom) or by a written request from at least 100 employees or their representatives from at least two Member Sates.

The undertaking’s management is obliged to supply information on the number of all employees and a listing of all the undertaking’s component parts and companies it controls to the employees or their representatives without unnecessary delay.  It cannot plead that it has no access to such data. 


Top How are members of the special negotiating body selected?

The procedure for choosing members of the special negotiating body is established by the national legal interpretation of the EWC Directive in the Member State in which the member is to be selected.  This procedure can be different in each Member State.  It is advisable that every member of the special negotiating body produces proof of their lawful appointment, eg a record of election, at its first meeting.  


Top How many members does the special negotiating body contain?

The special negotiating body must contain at least three members; the following also apply:

  • Every Member State in which an undertaking has a subsidiary must be represented by at least one member and 

  • There must be additional members in proportion to the number of employees who work in an undertaking, or one of its component parts, within a country.  Further detail is regulated by respective national laws.   

The central and local management of the undertaking must be informed of the special negotiating body’s composition. 


Top What is the task of the special negotiating body?

The special negotiating body has the task of determining, with the central management, by written agreement, the scope, composition, functions and terms of office of the EWC.  


Top Can a special negotiating body be supported by external experts?

Yes, a special negotiating body has the right of bringing in experts of its choice.  The expenses of professional advice and other expenses of the special negotiating body are to be borne by the undertaking.  The expenses to be borne by management may, however, be limited by national law to only one expert. Experts can be: 

  • National or European trade union representatives and

  • freelance advisers 


Top What matters must be covered in every EWC Agreement?

In general the legislature should respect the contractual freedom of an EWC agreement.  Nonetheless the legislature has laid down an obligation to regulate the following matters: 

  • the undertakings (groups of undertakings) which are covered by the EWC agreement; 

  • the composition of the EWC, ie the number of members, the allocation of seats and the term of office; 

  • the functions and procedures for information and consultation with the firm’s management; 

  • the venue, frequency and duration of EWC meetings; 

  • the EWC’s financial and material resources;  

  • the duration of the agreement and the procedure for its renegotiation; 

  • the methods by which the employees’ representatives can meet without participation of the undertaking’s management in order to discuss the information provided to them. 


Top What does the task "information and consultation" mean?

The right to information and consultation, and procedures which ensure the exercise of these rights, form the substance of the EU Directive.  It is therefore vital to find precise definitions of these rights.  The Directive itself only supplies a definition of ‘consultation’, namely ‘the exchange of opinions and the organisation of social dialogue between employees’ representatives and the undertaking’s management’.  

Although this definition is often criticised as not precise enough - for example, it omits to define the time period for such an exchange of opinions prior to decisions being taken or carried out – it does, however, form a basis for enforcing the competences of an EWC in conflict situations.

On the other hand, there is no precise definition of ‘information’.  Practice has shown that this is a great defect of this Directive.   


Top What happens if the negotiations between the special negotiating body and the undertaking’s management fail?

The special negotiating body and the undertaking’s management should work out an agreement on the establishment of an EWC in a spirit of cooperation and with the will to reach understanding over the detailed arrangements.  Such negotiations normally do lead to the signing of an agreement.  If no agreement has been signed within three years of request then the so-called ‘subsidiary requirements’ come into force.  These requirements are the procedures laid down in law for the compulsory introduction of an EWC.  They set minimum standards for the functioning of an EWC.  


Top Are EWC members protected by the law in any way in the exercise of their functions?

Yes, EWC members as well as members of the special negotiating body enjoy the same protection as works council or trade union members in their countries of employment (the countries which they represent in the EWC). 


Top Is there any legally prescribed size for a European Works Council?

Even although an EWC should have a minimum of three and a maximum of 30 members, it is possible to exceed the maximum size in view of the fact that, in some large companys, there are representatives from all EU/EEA Member States and, additionally, there is often more than one representative from an individual country because of the firm’s size there in relation to the total company.  


Top Where can I find further information and support?

Every national union has a department for supporting European Works Councils. 

There is additional support from the European trade union federations EFFAT, ETF and Uni-Europe.  

Ultimately the European Union Institute for Research, Training and Health and Safety (ETUI-REHS) has extensive material on its internet site for supporting the work of European Works Councils, including a databank of transnational companies and EWCs. 

In many European countries there are also trade union linked EWC specialists.


Top What does it mean when one company exercises a dominant influence over another?

According to the EWC Directive there are three ways in which an company exercises dominant influence: 

  • it holds possession of a majority of the company’s subscribed capital 

  • it controls a majority of the votes attached to the company’s issued share capital 

  • it can appoint more than 50 percent of the members of the company’s administrative management 


Top Do investment and associated companies count as controlling companys?

No, they do not count as controlling companys so long as they are not involved in a company’s management. 


Top Why do varying national laws apply to the EWC itself and to its members?

Unless otherwise determined the EWC should be independent of the national law of the country in which the company’s management has its headquarters.  If the headquarters are outside of the EU/EEA then the national law of the country in which the designated management of a subsidiary within the EU/EEA has its headquarters is valid or, if there is no designated management, the management of the largest subsidiary in the EU/EEA which has the greatest number of employees.  

The national interpretation of the law in a country selected in the EWC agreement does not, however, always apply to individual EWC members.  There are situations where the rights, freedoms, competences, job protection, sanctions etc of EWC members will be individually determined by the law in their home country.  Something similar applies to the confidentiality obligation and the powers of national company managements.  It is therefore necessary to understand these differences and always to know which legal basis is to be applied in negotiations.  This example just shows that an EWC cannot work without experts.   


Top What is a so-called ‘Article 13 Agreement’?

So-called Article 13 Agreements are EWC agreements concluded on the basis of Article 13 of the EU Directive.  This article refers to existing agreements and prescribes that EWC agreements which were finalised before 22 September 1996 also remain valid after that date.  Article 13 guarantees far reaching flexibility to the parties to an EWC agreement in formulating the EWC’s tasks and working methods.  Article 13 is irrelevant for the setting up of new EWCs.    


Top What is the difference between an EWC of the German and French types?

Occasionally, '‘German’ or ‘French’ types of EWC are mentioned. This refers to the varying compositions of EWC management and the organisation of meetings.

  • In a ‘German style’ EWC the workers’ representatives appoint the chairman from their own ranks. Management representatives only take part in a meeting by invitation. This approach comes from the German tradition of labour relations and is closely related to the concept of the German works council, which is purely a workers’ body. This does not mean, however, that an EWC always meets without representatives of the undertaking’s management.

  • On the other hand, the ‘French style’ of EWC always contains on principle representatives of the management as well as workers. Here too the reason lies in historical development. In contrast to the German model, the EWC chairmanship is as a rule in the hands of a management representative. The workers’ representatives do however have the right of meeting before or after an EWC meeting to exchange views without the participation of management representatives.


Top How often should an EWC meeting take place and how can the frequency of EWC discussions be increased?

According to the EU Directive there must be at least one EWC meeting annually.  Practical experience and the results of many research projects prove that the more often an EWC meets in a year the greater is its effectiveness and the importance of its role.  The majority of EWC agreements allow for only one annual meeting, plus an additional meeting in the case of restructurings or other exceptional circumstances.   


Top Are EWC members entitled to take part in training?

The EU Directive of 1994 does not provide for the training of EWC members for their task.  This is a further disadvantage of this Directive: the right of EWC members to training therefore has to be negotiated in the EWC agreement. 



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