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					                     EUROPE ET SOCIÉTÉ
                       WITH THE SUPPORT OF

                    THE EUROPEAN COMMISSION




                 Symposium of 23rd and 24th April 2007
                     Maison de l’Europe de Paris

                 EUROPEAN SOCIAL DIALOGUE AND
                 TRANSNATIONAL RESTRUCTURING:
WHAT CONDITIONS ENABLE SOCIAL PARTNERS TO PLAY A ROLE IN CHANGES?




           EUROPEAN SOCIAL DIALOGUE AND
                   RESTRUCTURING:
         CURRENT SITUATION AND PERSPECTIVES




                     working document prepared by

                             Élodie BÉTHOUX
                         (IDHE UMR CNRS 8533
                 Université Paris X-Nanterre/ENS Cachan)
CONTENTS


General introduction                                                                         3
1. Legal framework and european initiatives                                                  5
1.1. European competences and legislation as applied to restructuring                        5
1.2. Organising a European debate on restructuring: recent developments and perspectives     10

2. European social dialogue in the face of restructuring                                     22
2.1. Restructuring and European social dialogue at the cross-industry level                  22
2.2. Restructuring, an emerging issue in European sectoral social dialogue                   24
2.3. Restructuring at the core of a trade union project: the TRACE project                   26

3. Restructuring and transnational social dialogue within companies                          29
3.1. European works councils and three challenges to their information-consultation dimension29
3.2. European works council mobilisation in case of restructuring                            33
3.3. Towards corporate transnational negotiation of restructuring?                           37
3.4. Restructuring and employee board-level participation                                    42

General conclusion                                                                           44
Bibliography and sources                                                                     46




THE AUTHOR
Élodie Béthoux is a Sociologist. She is a member of the Institutions et Dynamiques Historiques de
l’Économie Laboratory (Université Paris X-Nanterre/ENS de Cachan) and a Lecturer at Toulouse
II-Le Mirail University. Her research is concerned with industrial relations in Europe and in
particular with the experience of European Works Councils. Since 2004, she has participated in a
multidisciplinary research project on «Industrial restructuring – policies, law and industrial
relations» co-ordinated by A. Jobert and financed by the French Ministry for Research (ACI
Normes, pratiques et régulations des politiques publiques, 2004-2007).

ACKNOWLEDGEMENTS
This working document has benefited from discussions of the working party that met at the
behest of Europe et Société, between December 2006 and March 2007, in order to prepare the
Symposium of 23rd and 24th April 2007. The author wishes to thank all the members for their
contributions as well as for the comments and suggestions they made on earlier versions of this
text.




                                                 2
GENERAL INTRODUCTION




        Rationalisation of production, relocations, transfers, mergers & acquisitions, introduction
of new technology, reorganisation of work, outsourcing, etc. The set of definitions and activities
covered by the generic term «restructuring» signals the complexity of a phenomenon whose
current preponderance in European social and economic life, along with its «permanent»1 aspect,
are clearly manifest. The complexity becomes still greater where the planned restructuring has a
transnational, as opposed to merely national, dimension. It exceeds the national legal framework
that traditionally contained the management and treatment of the process and introduces tricky
political, or even diplomatic, considerations in the debate it stimulates, presenting the social
players involved, be they local, national or European, with a major challenge. Such «affairs»
wherein the social, economic, legal and political dimensions are closely interwoven have featured
in the news more than once recently. Last year there was the project to merge GDF with Suez
followed at the end of 2006 by the Volkswagen Forest case2. This year, so far, Alcatel-Lucent and
Airbus have been much in the news; underlying each of these cases is a palpable and sometimes
acute tension. In a context that articulates single market consolidation with the recent widening
of the EU and the insertion of the European economy in the global market, the development of
restructuring and particularly its transnational instances raise the issue of competition between
companies (their management and workers) within the European Union, and between these
companies and those in the rest of the world.
        This brings us to the issue of the reactions observed and the solutions implemented at the
European level. Although «restructuring» is not a new theme on the European agenda, the way it
is perceived has changed. Often presented under the heading of «mutation» or «change», the
current European authorities essentially see it as both necessary and largely «positive». They seek
to favour restructuring as a means for encouraging the growth of the European economy and
ensuring it remains competitive3. In parallel, the accompanying social cost and loss of jobs is
acknowledged, and European players expend much effort on the best means to «anticipate»,
«accompany» and «manage» these economic processes and their social consequences.
        The symposium organised by Europe et Société on 23rd and 24th April 2007 is an
invitation to examine this issue from a specific angle aiming to determine the place of social
partners in the anticipation and management of restructuring as it is currently promoted and
practised at the European level. This working document concentrates on the relations between
restructuring and social dialogue in Europe by examining the rules and regulations in force, the




1 On the permanent dimension of restructuring in Europe, see the analysis by A. Degremont (2004).
2 See A. Hege and C. Dufour (2007).
3 See for instance the Communication of the Commission of 2004, Fostering structural change: an industrial policy for

an enlarged Europe (COM (2004) 274); or the speech made by V. Špidla, Commissioner for Employment, Social Affairs
and Equal Opportunities, at the opening of the «Restructuring» Forum in Brussels on June 23 2005, that began : «Change
is in the very nature of the economy and of society, and one of the ways it manifests itself is in restructuring. A free
economy constantly moves away from the least productive activities to concentrate on the sectors with greater
potential. These changes have an impact on people. It is our mission to ease these changes and to give them their social
dimension. […] Where would Europe be today if it hadn’t restructured its mining and steel industries? What about the
motor manufacturers? From Nokia through Renault-Nissan to Volkswagen, I could name you any number of
companies that have become flagships of our economies thanks to – sometimes painful - restructuring.»


                                                           3
practices current in Europe, the obstacles or limits experienced and consequent debate4. Its aim is
to endow the various cases presented during the symposium, and the ensuing discussions, with a
realistic perspective. The purpose of this document is to compile an inventory of the various
developments, presenting their main characteristics, on the one hand, and referring readers to
institutional documents or existing analyses that provide an in-depth analysis of each, on the
other.


       The working document examines the developments on three main levels: initially
considering the legal framework and European initiatives (1.), then, at the level of cross-industry
and sectoral European social dialogue (2.), and, finally, from the standpoint of the actual
companies involved (3.).




4 There are three points to be made relating to the field of this study. In harmony with the theme of the
symposium, only «European» developments are discussed here, national frameworks and the practices
current in each of the Member States are not reviewed. Similarly, only the specific European initiatives and
policies relating to social dialogue or to the involvement of local, national or European social partners are
examined. Finally, although not strictly limited to such, the working document mainly concentrates on
«transnational»-type restructuring.


                                                     4
1. LEGAL FRAMEWORK AND EUROPEAN INITIATIVES



       How does the E.U. deal with the restructuring issue? What is the approach used by
European policy? What place is there in these policies for social dialogue, and in what forms? To
answer these questions, we shall initially look at European legislation in the restructuring field in
order to see the framework progressively drawn up by the Union (1.1.). We shall then present
more recent initiatives and the European debate they currently fuel in relation to the «anticipation
and management of change» (1.2.).



1.1. EUROPEAN COMPETENCES AND LEGISLATION AS APPLIED TO RESTRUCTURING



        It was at the end of the 1960s and in the early 1970s that the issue of employment and
redundancies in an ongoing industrial restructuring context became one of the central themes of
debate between European social partners5. Behind the problem of redundancies, the question of
the power of multinationals is a major preoccupation and is clearly discernible in the initiatives
supported and promoted by European trade unions. In this perspective, the European Community
appeared to be a privileged area for developing counter-thrust/mechanisms and promoting a form
of «democratisation of the economy» that would enable guaranteeing the expression of workers
and their representatives within the framework of the restructuring maneuvers that have been a
feature of economic life since the 1960s. Several solutions were planned: the organisation of
information and consultation procedures that would become effective in case of collective
redundancies or transfer of undertakings; the participation of workers in the managerial organs of
a hypothetical «European limited company», after the German model or, a specific case of worker
representation to be set up in multinational companies operating in Europe.
        Restructuring operations and the debates their management arouse at the European level
are actually a longstanding issue. While not providing a detailed analysis, we shall review the way
in which European legislation has treated the issue while drawing particular attention to the place
accorded to social dialogue on this point6. We shall concentrate on the following two fields: a)
labour law – in particular through examining information and consultation rights, and, b)
competition law – by examining merger control.


      a) In the field of labour law, Community legislation on restructuring has mainly aimed to
promote workers’ information and consultation rights and, since the 1970s, there have been



5 For this period, for a socio-historical perspective on European social dialogue, see the book by C. Didry and
A. Mias (2005).
6 For an overview, see the EMF handbook on how to deal with transnational company restructuring (2006),

that presents information, consultation and participation rights, and social and economic regulation
http://www.emf-
fem.org/areas_of_work/company_policy/restructuring/emf_handbook_on_how_to_deal_with_transnational
_company_restructuring


                                                      5
several Directives on these rights7. We should remember that recognition of such rights by
Community law was one of the priority objectives of the 1974 Social Action Programme, that also
promoted in parallel «the increasing participation of the social partners in the economic decisions
of the Community» and that «of workers in the life of the firms».
        The first Directives adopted dealt with the information and consultation rights of workers
involved in specific restructuring situations, relating to collective redundancies, transfer of
undertakings or to employer insolvency. They established the principle of improved consideration
of the interests of the employees in these particular situations, relying on the reinforcement of the
competences of the representative bodies or of the information and consultation mechanisms
available at the national level.


                                                                                                8
      Box 1. European Directives of 1975 (1992, 1998), 1977 (1998, 2001) and 1980 (2002)
- Directive 75/129/EEC of 1975 on the approximation of the laws of the Member States relating to
collective redundancies,
        amended by Council Directive 92/56/EEC of June 24 1992,
        consolidated by Council Directive 98/59/EC of July 20 1998.
- Directive of 1977 on the approximation of the laws of the Member States relating to the safeguarding
of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses,
        amended by Council Directive 98/50/EC of June 29 1998,
        consolidated by Council Directive 2001/23/EC of March 12 2001.
- Council Directive 80/987/EEC of 20/10/1980 on the approximation of the laws of the Member States
relating to the protection of employees in the event of the insolvency of their employer
        amended by EP and Council Directive 2002/74/EC of September 23 2002.



        The importance of «employee information, consultation and participation rights» was
restated in the EU Charter of Fundamental Rights of 1989 that relates them explicitly to company
restructuring or merger situations affecting workers’ employment.


                                                                             9
                         Box 2. EU Charter of fundamental rights - 1989
« Employee information, consultation and participation»
17. Employee information, consultation and participation should be developed, as appropriate, taking
into account the practices in force in the various Member States.
This is particularly relevant to enterprises or groups comprising establishments or companies located
in several Member States of the European Community.
18. The said information, consultation and participation should be implemented in due course,
particularly in the following cases:

7  See the stimulating analysis of the « cadre communautaire de la représentation des travailleurs dans
l’entreprise /[Community framework for in-company workers’ representation] » presented by S. Laulom
(2005), based on the systematic comparison of references to «social partners» and to «workers’
representatives» in the Community Acts (treaties, decisions, Directives, regulations, draft directives,
European Employment Strategy, charters of fundamental rights, etc.).
8 The text of the various Directives is available on the site of DG Employment, Social Affairs and Equal

Opportunities: http://ec.europa.eu/employment_social/labour_law/documentation_en.htm.
9 See the summary of the Charter on: http://europa.eu.int/scadplus/leg/en/cha/c10107.htm




                                                   6
- when technological change is introduced in companies with important consequences for the workers
as concerns the organisation and conditions of their work;
- cases of restructuring or company mergers where worker employment is affected;
- collective redundancy procedures;
- when workers, and particularly cross-border workers, are affected by employment policies
implemented by the company that employs them.»


        The mid-1990s witnessed the start of a second phase with the adoption of more general
Directives: restructuring is no longer their prime concern, instead, the provisions they introduce
guarantee general information and consultation rights and they may also be mobilised by the
employees and their representatives in case of restructuring. This is the case with the Directive on
European Works Councils which stands out from the previous ones because it sets up a new
representative body that is clearly transnational in both type and function. It was followed by
others based on the original provisions of the 1994 Directive that accompanied the regulation on
the «European company» status on the one hand, and that set up a general framework relating to
employee information and consultation, on the other.


                         Box 3. 1994, 2001 and 2002 European Directives
- Council Directive 94/45/EC of 22 September 1994 on the establishment of a European Works
Council or a procedure in Community-scale undertakings and Community-scale groups of
undertakings for the purposes of informing and consulting employees,
completed by Council Directive 97/74/EC of 15 December 1997 extending Directive 94/45/EC to the
United Kingdom of Great Britain and Northern Ireland.
- Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company
with regard to the involvement of employees.
- Council Directive 2002/14/EC of 11 March 2002 establishing a general framework for informing and
consulting employees in the European Community.



       Examination of the various Directives shows several changes.
       Firstly, there is a twofold extension:
- from the point of view of issues subject to information and consultation procedures, since there
is a shift from one-off issues centred on restructuring (1975, 1977 and 1980 Directives) to issues
dealing with the economic life of companies (1994, 2001 and 2002 Directives), where
restructuring is merely one of the possible events;
- and also from the point of view of the companies concerned – ranging from multinationals (the
1994 Directive is concerned with enterprises or groups with at least 1,000 employees in Europe of
whom at least 150 in two Member States respectively) to any company with more than 50
employees or establishment with more than 20 employees in the context of the 2002 Directive.
        There is also a significant shift in the way in which restructuring is presented, and this is
clearly indicated in the preamble to the said Directives. Two contrasting examples illustrate the
fact.
- The 1977 Directive on the transfer of undertakings starts with the observation that «economic
trends are bringing in their wake, at both national and Community level, changes in the structure
of undertakings, through transfer of undertakings, businesses or parts of businesses to other
employers as a result of legal transfers or mergers» and then concludes, as follows, «it is necessary


                                                 7
to provide for the protection of employees in the event of a change of employer, in particular, to
ensure that their rights are safeguarded».
- In the Directive of March 2002, it seems the connection between restructuring, on the one hand,
and employees’ rights and social dialogue, on the other, is inverted since there is a need «to
strengthen dialogue and promote mutual trust within undertakings in order to improve risk
anticipation, make work organisation more flexible and facilitate employee access to training
within the undertaking while maintaining security, make employees aware of adaptation needs,
increase employees’ availability to undertake measures and activities to increase their
employability, promote employee involvement in the operation and future of the undertaking and
increase its competitiveness», it being clear that «timely information and consultation is a
prerequisite for the success of the restructuring and adaptation of undertakings to the new
conditions created by globalisation of the economy, particularly through the development of new
forms of organisation of work».


        b) In parallel with these developments in the field of European labour law, various
provisions relating to competition law make it possible to link restructuring and social dialogue.
        Providing a perspective and thinking forward on employment issues and on the
involvement of workers’ representatives in Community procedures relating to competition policy,
F. Vasquez stresses three issues to fuel «reflection on employee intervention in Community
operations», qualified as «external» intervention, that clearly set the terms for discussion:
- «What role can the «external» intervention of workers play at the Community level? In other
words, what positive outcomes might be expected from confronting economic and social interests,
local and wider-ranging interests, short and long term interests, private and public interests,
shareholders’ and European workers’ interests?
- As concerns the «external» intervention of European workers’ representatives, is it desirable to
aim towards standards or will procedural rules suffice?
- Given the differences in national representation systems, what connections can there be
between «internal» and «external» intervention of workers’ representatives at the European level,
what harmonisation between the functions of elected representatives and those of trade unions?»
(Vasquez, 1998, p. 930).
         Among existing rules, those relating to merger control clearly illustrate these issues.
Initially defined by Council Regulation No. 4064/89 of 21st December 1989, they are now covered
by Council Regulation No. 139/2004 of 20/01/2004 on the control of concentrations between
undertakings10. In the two texts, Commission approval or refusal of planned purchase or merger
operations does not take into account social criteria or the consequences on employment, it only
considers their «compatibility» or otherwise «with the Common Market». In this respect, only a
few changes have been noted between the two texts as concerns the consideration given to worker
representatives in this procedure11 – apart from the introduction to the reference to the principles
recognised by the European Union Charter of Fundamental Social Rights and the reminder to



10See regulation text: http://europa.eu.int/comm/competition/mergers/legislation/regulation/
11See the analysis put forward by R. Brihi following the adoption of the new European regulation on merger
control in 2004 (Brihi, 2004). See also Liaisons sociales Europe, 2004, No. 97, « Le nouveau règlement sur les
concentrations ignore les salariés /[The new merger regulation ignores employees] », p. 1.


                                                      8
companies of «their obligation to inform or consult their recognised representatives in compliance
with Community or national law».


Table 1. Intervention rights of workers’ representatives in Community control of concentrations
                                            procedure
                    Rights   Information                         Audition                       Consultation of files
Steps
Informal pre-notification
= between DG
Competition and relevant     No (confidentiality of the exchanges)
companies on technical
aspects of the application
Preliminary stage            Yes, in practice: following         Yes, even though not
= examination of request     notification, a simplified or       expressly planned:
by DG Concurrence:           abridged version of the             hearing during the             No, since only the parties
- operation covered by       points under conflict is            preliminary stage              directly involved can
regulation or not ?          submitted for opinion               generally granted to           access the file
- inquiry necessary or                                           workers’ representatives
not ?                                                            who put in a request
Main procedure               Yes                                 Yes, expressly planned:
= inquiry in case of doubt                                       written information from
as to compatibility of                                           the Commission + time
operation with common                                            limit for opinion if written
market                                                           request
                                                                 + formal hearing where
                                                                 justified and written
                                                                 request
                                                                             Source: adapted from EMF, 2006, p. 34.



       «Hearing of the parties and of third persons» within the framework of the Control of
concentrations procedure is governed by Article 18 of the Regulation that stipulates that on
«showing a sufficient interest», the «recognised representatives of their employees»12 may be heard
by the Commission. However, this right depends on the opening by the Commission of an inquiry
procedure on the concentration in question (in cases where there is a risk of distorting
competition): once an operation has been notified it no longer applies. The rights that workers’
representatives can claim are the following, as a function of their type and of the progress of the
procedure.


       Along with the various legislative actions, more recently, the EU has taken action in
favour of organising a European «debate» on restructuring – that gave rise to a Forum with
representatives of all players and stakeholders in 2005.




12
 Among which, local and national representative bodies, European trade union federations and European
Works Councils. Concerning the latter, see below, § 3.2.2.


                                                             9
1.2. ORGANISING A EUROPEAN DEBATE ON RESTRUCTURING: RECENT DEVELOPMENTS
AND PERSPECTIVES



         Adopted early in 2005, the Social Agenda 2005-2010 laid down the European Commission
scope of action for the period13. Among the points discussed is the strategy in view of «the
increasing pace of restructuring, relocation and de-industrialisation» that rests on three main
pillars:
      - ensuring improved interaction of the European policies that aim to encourage and
accompany restructuring;
        - increased implication of social partners;
        - greater synergy between policies and financial levers.
        To develop these different pillars and fulfil the objective of a «more positive and more
anticipatory management of restructuring», since 2005, Community action has taken the form of
European debate on restructuring, its main characteristics being that it has been incited (1.2.1.),
informed (1.2.2.) and organised (1.2.3.).


        1.2.1. Incited debate


        Debate is initially incited and therefore guided by the Commission proposals on
restructuring that it implements through two closely related approaches:
- direct consultation of European social partners (see below, cross-industry European social
dialogue, § 2.1.);
- its Communications, that call for reactions from numerous players, among whom, the European
social partners.
        - The Communication of 31st March 2005, entitled Restructuring and employment.
Anticipating and accompanying restructuring in order to develop employment: the role of the
European Union (COM(2005) 120 final), plays a central role in this14.
        On the one hand, the Commission communication develops its vision and comprehension
of the phenomenon and, on the other, the tools and policies it proposes to set up at the European
level to apprehend it. Initially, it emphasized the «indispensable» nature of restructuring, while
recognising the potentially harmful effects it can have «not just for the workers involved but also
for the local or regional economy». It calls for improved management of the changes involved, in


13 For further information, see the announcement and presentation of the Social Agenda on the European
Commission site: http://ec.europa.eu/employment_social/social_policy_agenda/social_pol_ag_en.html. For a
summary, see Liaisons sociales Europe, No. 122, 2005, «L’Europe sociale, vue par la Commission, pour les
cinq prochaines années /[Social Europe as seen by the Commission over the next five years]», p. 2.
14 See Communication: http://ec.europa.eu/employment_social/news/2005/apr/com_restruct_en.pdf

It should be noted that these objectives were further emphasized in July 2005 in a Commission
Communication on «joint actions in favour of growth and employment» included in the Lisbon Strategy:
among these is support to efforts to deal with the social consequences of economic restructuring.



                                                  10
particular, through the use of levers provided by the various community policies. The transverse
nature of the restructuring issue is thus underlined. It is this aspect that justifies the set up of an
internal Commission Task force to reinforce the co-ordination of community instruments and
policies, to which should be added more regular dialogue between the Commission, Parliament
and the Council on this point.


                               Box 4. Restructuring Task Force (2005)
Under management by DG Employment, Social Affairs and Equal Opportunities, the Restructuring
Task Force, set up in 2005 on a permanent basis, gathers together representatives from each of the
Commission Directorates General and operates on a basis of six meetings per year (extraordinary or
restricted meetings to be organised should they be required).
Set up of this internal Task force has a twofold purpose: ensuring closer co-ordination within the
Commission and more regular dialogue with the European Parliament and the Council in order to
achieve improved synergy as concerns the objectives pursued, policies undertaken and actions
carried out in this field at the Community level.
To achieve this, the Task Force is entrusted with missions that fall into three categories:
1) follow-up of the Commission’s external actions since the outset, to check the correct application of
the main principles of the Commission communication on restructuring and employment, and the
analyses made by various Commission services on restructuring, sectoral developments and other
main events within the context of improved anticipation of change;
2) internal co-ordination in order to facilitate the flow of information within Commission units and
Directorates General and co-ordinate the analyses carried out by the various restructuring services;
3) preparation and organisation of Restructuring Forum sessions.
The Task Force can also launch other initiatives should it consider they are required.



The action proposed by the Commission has two main channels:
- policies (reorientation of European employment strategy and support for industrial policy, in
particular sector policy) and
- financial instruments (orientation of structural funds and of the European Social Fund; set up of
a Fund to ‘absorb shocks’ (see Box 5; modification of economic assistance to companies).
        Furthermore, the Communication announced the set up of the Restructuring Forum (see
below), the publication of a communication on corporate social responsibility of companies, and of
the Green paper on modernising labour law (published at the end of 2006). It also informed of its
intention to «undertake a more stringent follow-up of the sectors liable to see significant change in
the short term» – the Motor, Textile and Shipbuilding sectors were the ones mentioned. The
proposed follow-up involved «informal and temporary authorities associating all the stakeholders,
in order to confront points of view on the difficulties and opportunities facing each sector and
achieve a common vision».




                                                    11
                                                                                  15
                           Box 5. The European Globalisation Fund (EGF)
The idea of a European Globalisation Fund (EGF) was put forward by Mr Barroso in October 2005
based on the principle that opening up trade has positive consequences on growth and employment
but that it generally also leads to loss of employment. The set up of this Fund was seen as «a
European response in view of citizens undergoing the consequences of globalisation», as «a solidarity
Fund rather than an emergency or crisis Fund». Approved by the European Council in
                                                           st
December 2005, the proposal gave rise to a regulation on 1 March 2006; the final agreement of the
EU Council, the European Parliament and the Commission was signed on 4th December 2006. The
                                   st
Fund has been operational since 1 January 2007.
The EGF stands out from European structural funds – where support for anticipating and managing
change depends on measures such as lifelong learning and training in a long term perspective – in
that it provides specific, personalised time-limited support to workers «severely and personally
affected by trade-adjustment redundancies». Its objective is not to hand out compensation but rather
to help people made redundant by a company or companies (multinationals, national or SMEs) to find
and retain a new job, through financing «active labour market measures» rather than «passive social
protection measures». The Fund thus provides support for workers, as opposed to directly supporting
companies, regions or local authorities. Furthermore, it is not granted in place of local, regional or
national assistance, rather it complements this in cases where the consequences have European
dimensions.
The EGF is triggered when a Member State makes an application for funding, and the said State must
demonstrate the link between job losses and significant structural changes in global trade patterns
(economic relocation to another country [outside Europe], massive increase of imports, progressive
decline in the European market share of a given sector, for instance). Fund intervention is then eligible
under a number of conditions (that various sources have described as «draconian»). The Fund generally
specifies at least 1,000 redundancies over a period of 4 months, within a particular Member State, but
this can include affected subcontractors or suppliers) or a given sector (in particular, this can cover the
SMEs of a particular economic sector, either in a single region or in two adjoining regions, and in such
cases redundancies over a period of 9 months will be considered). In cases of small labour markets or
exceptional circumstances substantiated by the Member States, the Fund may be able to intervene even
if these conditions have not been fulfilled, provided the redundancies have a serious impact on
employment and the local economy (with a «safety clause» stipulating that such contributions may not
exceed 15% of the EGF each year).
The EGF will have a budget of 500 million euros each year, financed through the under-use of credits
available for other budget items. Estimates suggest that from 35,000 to 50,000 EU workers may benefit
from the Fund every year and this includes people employed by subcontractors or by suppliers of a
company where collective redundancies have been announced, provided the connection with
globalisation has been recognised.
It should be noted that the project to set up this Fund was accelerated by the considerable
restructuring that affected Hewlett-Packard in 2005. The announcement of job losses at Volkswagen
Forest in November 2006 was a chance to test its possibilities for the first time. Intended specifically
for cases «due to globalisation», involving delocalisation of production to areas outside the European
Union, the Fund is not in a position to intervene in cases of intra-community delocalisation (for
instance, from Belgium to Germany). Some MEPs have used this fact to argue in favour of extending
                                 16
the application field of the Fund .



15 See Liaisons sociales Europe, No. 139, 2005, « Un fonds pour aider les salariés victimes de la mondialisation
/[A European Fund to help employees who have fallen victim to globalisation]», p. 1 and No. 147, 2006, « Un
fonds européen pour amortir les chocs liés à la mondialisation /[A European Fund to absorb shocks arising
from globalisation]», p. 1. See also European Union, «European Globalisation Fund», MEMO-06-99, Brussels,
1st March 2006 and MEMO-06-486, Brussels, 13th December 2006.
The French term presents it as a Fund covering adjustment to globalisation », and, moreover, on occasion
the French also associates the concepts of adaptation or depreciation with the title of the Fund. The English
title, «European Globalisation Fund », is more straightforward since it does not qualify the relation between
the Fund and globalisation.
16 See Liaisons sociales Europe, No. 164, 2006, p. 3.




                                                      12
                                                                                     17
Sharing this position, though the ETUC initially welcomed the set up of the EGF , it also considers
that the Commission does not involve social partners sufficiently in this process to help workers and
encourage them to retain jobs.



        1.2.2. Informed debate


         Called up, and therefore in part oriented, by the positions put forward by the European
Commission, the European debate on restructuring is also an informed debate. The importance of
the cognitive challenges that characterise the current way the issue of restructuring in Europe is
treated should be emphasized. It is necessary to learn the scale and type of the restructuring
operations, how they affect the various activity sectors and European countries, how the players
involved take up their positions and intervene. The definition of policies and instruments for
anticipating and managing restructuring depends on possessing a thorough knowledge of all the
factors involved in the field.
         In this respect, the knowledge achieved tends to combine a general and sectoral approach,
statistical enumeration and in-depth case studies, and relies on both a) set up of new Community
observation and measurement tools and b) financing of studies entrusted to specialists and
European researchers.


        a) «Observing change» and measuring it: set up of the EMCC and ERM


        The European Monitoring Centre on Change (EMCC) was set up in 2001 within the
Dublin-based European Foundation for the Improvement of Living and Working Conditions to
clarify the process of «anticipating and managing change.» This it does by exploiting regular
information and studies of the economic and social developments that either give rise to
restructuring or that accompany it or ensue from it.18 The idea for the Centre was initially aired in
the European Gyllenhammar report of 1998, Managing Change, that recommended the set up of a
European Observatory to study industrial change that would be a resource centre for economic
data and studies relating to economic, financial, technological, territorial and social developments
in the European Union. Set up in this context, the EMCC focuses on developments relating to
technological change, work organisation, production and business models, legislation, working
practices and the labour market. The Centre produces in-depth sector-based studies that review
changes affecting various activity fields in Europe19. Emphasis is also placed on ensuring the data is
easy to access and on the spread of good practices, particularly through exchange forums.


17 See ETUC, Press release of 1st March 2006, Brussels, « La CES salue favorablement la mise en place du
Fonds européen d’ajustement à la mondialisation, mais souhaite un renforcement du rôle des partenaires
sociaux dans ce processus de réinsertion /[ETUC approves the set up of the European Globalisation Fund but
would like the role of social partners in this reintegration process to be strengthened]».
18 See its site: http://eurofound.europa.eu/emcc/

19 See the sector studies posted by the EMCC on its site: in 2003, Financial services, Health and social

services, Information and communication technologies, Publishing and media; in 2004, Automotive, Food
and drink, Textiles and leather; in 2005, Chemicals (excluding pharmaceuticals), Hotels and catering,
Transport, Knowledge-intensive business services; in 2006, Biomedical healthcare, Childcare services,
Defence, Performing arts; with a study of Commerce currently in progress. These studies complement the


                                                   13
         The «restructuring» issue occupies a core position in the work of the Centre and gave rise
to a new tool in 2003. This is the European Restructuring Monitor (ERM) that carries out an
inventory of restructuring among the Member States. The criteria are as follows: in order to be
included in the inventory, the restructuring must concern at least one Member State and lead to a
loss, either effective or announced, of at least 100 jobs, or involve sites that employ more than 250
workers of whom at least 10% are affected by the restructuring. Restructuring leads to the
creation of at least 100 jobs also qualifies for the inventory. The objective is twofold: determining
the scale and type of restructuring in Europe on the one hand, and measuring its effects on
employment, on the other. A data base presents the quantitative data collected by the ERM and is
regularly updated. It can be accessed on the EMCC site (by means of a range of criteria: country,
sector, type of restructuring, motive and number of jobs involved). The data are also the subject of
a quarterly publication (European Restructuring Monitor Quarterly) that presents the latest
figures, relevant European news and company or sector-based case studies. In 2006 the ERM
published a report on Restructuring and employment in the European Union measuring the
effects of restructuring on employment and assessing the way job losses have affected European
labour markets20.


         Between the start of 2002 and the end of January 2007 (data consulted on January 29
2007), according to its criteria, ERM noted 5,590 cases of restructuring on a European level
representing the loss of some 2,150,000 jobs and the creation of 1,040,000 jobs, that is, a net loss of
some 1,110,000 jobs over a 5-year period. ERM identified seven main types of restructuring (see
table 1.).

   Table 1. Effects on employment of cases of restructuring inventoried by ERM as a function of type
                                     (January 2002-January 2007)

       Type of             Planned     Planned       Planned       Planned     Number of     Number of
    restructuring          job loss    job loss        job           job         cases         cases
                                         (%)         creation      creation

                                                                     (%)                         (%)
  Internal restructuring   1 589 548       73.78         45 469         4.37         2 230         39.89
   Business expansion            650        0.03        982 248        94.31         1 744          31.2
   Bankruptcy/Closure        292 984        13.6          1 065          0.1           903         16.15
             Offshoring/     117 156        5.44            151         0.01           348          6.23
         Delocalisation
    Merger/Acquisition        87 443        4.06         6 305          0.61           182          3.26
             Relocation       33 611        1.56         3 880          0.37           122          2.18
           Outsourcing        24 285        1.13             0             0            36          0.64
                  Other        8 877        0.41         2 410          0.23            25          0.45
                  Total    2 154 554         100     1 041 528           100         5 590           100
                                                        Source: ERM database of restructuring fact sheets
                                         (See www.emcc.eurofound.eu.int/erm/: site consulted on 29.01.2007)




sector analyses regularly produced by the European Economic and Social Committee within its Consultative
Commission            on        Industrial      Change         (CCMI).        See        its        site:
http://www.eesc.europa.eu/sections/ccmi/index_en.asp.
20 See the European Foundation for the Improvement of Living and Working Conditions (2006). Report

available online at: http://www.eurofound.europa.eu/pubdocs/2006/38/en/1/ef0638en.pdf.


                                                   14
       Furthermore, according to the ERM data (see graphs 1 and 2 below), it is the Metal &
Machinery and Motor sectors that have undergone the most restructuring during this period.
However, the sectors that had the highest figures for planned job loss were Post and
telecommunications, on the one hand, and Financial Services on the other, followed by the
Transport sector and the two sectors mentioned above. The Commercial sector showed the highest
planned job creation level, followed by the Motor sector.
        The countries most affected by planned job loss were the United Kingdom, Germany,
followed by France, however, as concerns this last country, the planned job creation level was
similar. Although it was noticeably affected by job loss, Poland was also the country that had the
highest planned job creation level.




                                                                      Graph 1.
                              Effets sur l'emploi des restructurations recensées par l'ERM, en fonction du secteur
                                                            (janvier 2002-janvier 2007)


                        20
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                                                               Source: based on the ERM database of restructuring fact sheets
                                                            (See: www.emcc.eurofound.eu.int/erm/: site consulted 29.01.2007)

Title of Graph 1: Effect on employment of restructuring operations inventoried by the ERM per sector
(shown as %) (January 2002-January 2007)




                                                                      15
                                                                   Graphique 2.
                               Effets sur l'emploi des restructurations recensées par l'ERM, en fonction du pays
                                                            (janvier 2002-janvier 2007)

                 30



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                 20

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                                                                   Source: based on the ERM database of restructuring fact sheets
                                                                (See: www.emcc.eurofound.eu.int/erm/: site consulted 29.01.2007)

Title of Graph 2: Effect on employment of restructuring operations inventoried by the ERM per country
(shown as %) (January 2002-January 2007)




                 b) Examining practices: restructuring, the subject of research and expertise


        Knowledge of the phenomenon of corporate restructuring in Europe also depends on
Community-financed studies or research into the practices involved. In the context of Article 6 of
the European Social Fund, the European Commission launched a call for proposals on
«New approaches for managing change». Emphasis was given to the following themes:
- development of anticipation mechanisms and systems at the territorial level
- development of anticipation mechanisms and systems for improved management of restructuring
within a specific context (corporate, sector)
- development of integrated approaches to deal with the implications of restructuring
- development and experimentation of specific systems and tools to support restructuring in SMEs
- build-up of a knowledge-base among the intervening parties concerned.

       Below, we present two of the European projects that responded to the call for proposals, of
which the first recently reached completion, the second being currently in progress. In each case,
we wish to point out the importance given to the comparative aspect of the studies implemented.




                                                                              16
         * MIRE Project (Monitoring Innovative Restructuring in Europe; see http://www.mire-
         restructuring.eu)
         The transnational multidisciplinary MIRE programme implemented by Syndex ran from
the end of 2004 through to early 2007 and involved players from the following five countries:
Germany, the United Kingdom, Belgium, France and Sweden21. It aimed to define the processes
and social innovations applicable to management of restructuring while integrating their impact
on the professional experience and health of employees, equilibrium and development of the
territories concerned, and on the operation and performance of the companies involved. The
project was based on the triptych formed by companies, employees and unions, and the territories.
        At the centre of the project is the search for a «multi-player driving force» that particularly
refers to the desire to develop national conduct codes and propose recommendations with a view
to defining a code on the international scale and provide monitoring & evaluation tools for
restructuring processes (in terms of costs, results and efficiency). The project made an inventory of
the frameworks and practices encountered in the five countries studied which made it possible to
identify various national patterns (pattern of negotiation-driven restructuring operations in
Germany and Sweden; a market-driven pattern in the U.K., and driven by a legal context in
Belgium and France), while emphasizing the fact that national models actually have low
coherence in practice.
        Results derived from the project stress the following points:
-    The need to promote long-term anticipation, so as to concentrate social dialogue on corporate
     strategy and ensure transparency relating to the decisions taken;
-    The issue, seldom examined, of the impact of restructuring on the health of the employees or
     former employees, putting forward the proposal that health players, and in particular health
     insurance funds, should accompany corporate restructuring more closely;
-    The value of developing a more systematic and wider negotiation process (implicating, in
     particular, territorial representatives) that is better equipped (owing to the assistance of
     experts, researchers or consultants). Within this perspective, the project aims to set up cross-
     company territory-based social dialogue authorities, based on public-private partnership and
     on the search for shared diagnoses22;
-    The notion of professional transitions;
-    finally, acknowledgement of the insufficient assessment of restructuring, to be made good.




21 For a summary of the recommendations ensuing from this project, see the site, and the article « Un mode
d’emploi de la gestion des restructurations en ligne de Mire /[A method for restructuring management] »,
Liaisons sociales Europe, No. 163, 2006.
Case studies per country (centred either on a company, a sector or a territory): Germany – St Gobain,
Franzmann GmbH (SME), Zephron Marketing, ThyssenKrupp/Dortmund, Airbus, St Joseph Stift GmbH,
Mechanical Engineering sector; U.K. – Banking sector, insurance sector, EDF, BT, Vauxhall; Belgium –
 Alcatel, Nestlé, Biotechnology sector; France – ADDA, Alcatel, Airbus, Assurancia, Shipbuilding sector,
Tarn department(territory); Sweden – Vattenfall, Telia, Göteborg region, High Tech sector. Some of the
case studies were more theme-based and examined issues such as validation, employer groups, les comités de
sauvegarde de l’emploi, or management buy out.
22 For a comparison of territorial dialogue development in Germany, France and Italy, see the work of F.

Guarriello, E. Heidling and A. Jobert in A. Jobert (dir.), 2005.


                                                   17
        Stress on issues of health and on the importance of the territorial level in the management
of restructuring stands out, these are two of the main points made by the study.


        * AgirE project (Anticipating for an Innovative Management of Restructuring in Europe);
        see http://www.fse-agire.com)
        The AgirE project was a study/research project that lasted 24 months (November 2005-
November 2007), with practitioners23, experts and researchers (coordinated by the Alpha group)
with the aim of «integrating the know-how acquired over ten years and the innovative practices
of the players with a view to developing new community actions». Claiming an «approach centred
on players in their diversity», the project had three main objectives:
        - compiling a restructuring typology24,
        - reinforcing the capacity of the players to anticipate and manage restructuring
        - promoting new regulation methods at the Community level.
        In order to do all this, the project relied on two pillars: restructuring case studies, of which
there were twenty-six25, under the responsibility of the practitioners; theoretical studies carried
out under the responsibility of researchers. While underway, the project gave rise to a conference
on «Restructuring in the new EU Member States» (IUE Florence, 1st December 2006), that
concentrated on the following points: a review of the state of social relations in the new Member
States and candidate countries, progress made in reconstructing social dialogue structures in these
countries, and, finally, relocation issues in these countries and the social treatment of
restructuring.


        1.2.3. Organised debate


       One of the consequences of the Communication of the Commission of March 2005 was the
set up of the Restructuring Forum. This is where the European debate on this issue has been
organised since that date26. In theory, the Forum has two thematic sessions a year and is attended
by representatives of European institutions (Commission, Parliament, European Economic and
Social Council, Committee of the Regions) along with representatives of Member State
governments, regional and local authorities as well as social, European and national partners.



23  Representatives of trade union and workers’ representation bodies (in companies at the territorial,
national, professional and European levels), company management, representatives of local and national
public authorities.
24 An initial proposal – to be honed during the project – has been put forward to classify restructuring

according to whether it is related to a change in the structure of the company, the organisation of the
company, the organisation of power, or, finally, the way the activities are rationalised.
25 ABN AMRO, Alcan, Alcatel, Arcelor, Azucarera, Belden, Celestica, Dexia, Dinosol, Equipementier

automobile EA, Fehrer, FIAT Mirafiori, Finger Pelz, Fujitsu, General Electrics, GISI, IBM, Lejaby, Novelis,
RKL, SABAF, STMicroelectronics, Ugine, Thomson Video Glass, Verizon Business Solutions, Zwickau.
26 Forum documents: http://ec.europa.eu/employment_social/restructuring/forum_en.htm

It should be noted that a similar approach has been applied to other fields: see, for instance, the European
CSR Forum that was held between 2002 and 2004.


                                                    18
       So far, three sessions have been held.


       * The inaugural session of the Forum was held on 23rd June 2005, in Brussels.
Reflection was fueled by a reference document entitled «Restructuring and Employment Forum»27,
that laid down an initial basis for discussion by distinguishing between: a) cross-sectoral
restructuring (among agriculture, industries and services), structural in nature, that is particularly
current in Central and Eastern European countries, and that is superimposed over the transfer
from a centrally-planned economy to a market economy; b) intra-sectoral restructuring, that no
longer affects only the least qualified workers but also qualified workers; c) corporate
restructuring which is where the two previous types materialise. Emphasis is also placed on the
regional or local effects, sometimes very pronounced, that result from these processes and that, in
some cases, justify the implementation of a so-called cohesive regional policy. The document went
on to analyse «restructuring triggers» by identifying two closely related perspectives, a «macro»
perspective centred on the growing integration of economies and changes in international
commerce that argue in favour of specialisation; and a «micro» perspective that relates to corporate
strategy, especially in terms of innovation and internationalisation. It concluded by calling for the
development of quantitative/qualitative analysis tools, and monitoring and evaluation measures,
pointing out the role that employment observatories, national employment and research specialist
networks can play in this respect. It put forward three complementary approaches for managing
the consequences of restructuring on employment (investing in R&D and education/training;
analysing and following-up restructuring at the «production centre» or «employment area» levels;
centring more specifically on the individuals affected by restructuring).


       * The second session, entitled «sectoral actions in industry» and dedicated to the sectoral
dimension of restructuring was held on 18th July 2006.
There were three main objectives: a) highlighting the role of sectoral social dialogue and of the
social partners’ sectoral organisations relevant to restructuring, examining how the sectoral level
articulated with other levels; b) presenting the Commission Communication of 5th October 2005,
Implementing the Community Lisbon Programme: A Policy Framework to Strengthen EU
Manufacturing – towards a more integrated approach for Industrial Policy, which is mainly based
on an assessment of 27 industrial sectors and that identifies follow-up actions to be carried out at
the European level (see box below); c) finally, discussing the role of EU financial instruments
within the context of anticipating and managing restructuring.




27See Forum « Restructurations et emploi/[Restructuring and Employment Forum]», Background document,
June       2005,     coordinated    and      prepared      by     V.    Rouxel-Laxton     (EMPL/A/1):
http://ec.europa.eu/employment_social/restructuring/docs/background_en.pdf          See         also:
http://ec.europa.eu/employment_social/restructuring/docs/actes_forum_230605_rev_en.pdf for a summary
of the speeches and discussions.



                                                 19
 Box 6. Initiatives put forward by the Communication from the Commission of 5th October 2005
                         for a more integrated approach for industrial policy
I) Seven cross-sectoral policy initiatives:
1. Intellectual Property Rights and Counterfeiting Initiative (2006)
2. High Level Group on Competitiveness, Energy, and the Environment (end 2005)
3. External Aspects of Competitiveness and Market Access (Spring 2006)
4. New Legislative Simplification Programme (October 2005)
5. Improving Sectoral Skills (2006)
6. Managing Structural Change in Manufacturing (end 2005)
7. An Integrated European approach to lndustrial Research and Innovation (2005)
II) Seven sector-specific initiatives:
1. set up of a new Pharmaceutical Forum (first meeting in 2006)
2. Mid-Term Review of Life sciences and Biotechnology Strategy (2006-2007)
3. New High-Level Groups on the Chemicals Industry and the Defence Industry (2007)
4. European Space Programme
5. Task force on the competitiveness of Information and communication technologies (ICT)
(2005/2006)
6. Mechanical Engineering Policy Dialogue (2005-2006);
7. A series of competitiveness studies, including for the ICT, food, and fashion and design industries.



        * The third session, on 4th and 5th December 2006, jointly organised by the Directorates
General Employment, Regional Policy and Entreprise and Industry, and the Committee of the
regions, was devoted to «how dynamic regions face restructuring and to the role of the ESF and
other structural funds».
The aim of this session was to examine the example of «dynamic» regions that had been successful
in anticipating and managing change with the help of EU support instruments such as the
European Social Fund (ESF) and the European Regional Development Fund (ERDF), and, on the
other hand, on an «integrated» approach implicating a range of players (public, private,
professional, involved in training, etc.). These discussions were held in the perspective of the
structural financing programming for the 2007-2013 period. The session gave rise to a document
that uses concrete cases to discuss issues of effectiveness and pertinence of the instruments, their
co-ordination within the framework of reconversion strategies, partnership building and
territorial dialogue, and, finally, the taking into account of SMEs and their specific nature28.


        The work of the Restructuring Forum continues and the discussion relating to community
restructuring policy orientation and the methods to be implemented is far from over. For example,
we can draw attention to two recent resolutions of the European Parliament indicative of the
implication of MEPs on this point29:


- The Resolution on the economic and social consequences of business restructuring in Europe of
6th July 2006 invites the Commission to define «a more definite strategy for dealing with

28See: http://ec.europa.eu/employment_social/events/2006/restruct_forum3/background_en.pdf
29For the texts of these resolutions, and other European Parliament activities relevant to restructuring, see:
http://ec.europa.eu/employment_social/restructuring/ep_en.htm




                                                     20
industrial restructuring and its social consequences» and outlines some suggestions: for instance,
the allocation of government assistance should be conditioned on the companies involved signing
long term employment and local development agreements; the Commission and the States
involved should have subsidies, granted in the context of aid programmes, either withdrawn or
reimbursed in cases where companies have not fulfilled their obligations; furthermore it calls on
the Commission to see to the satisfactory application of the Directive on European Works
Councils and recommends that it should have the one on collective redundancies assessed.
- A previous resolution, the Resolution on restructuring and employment of 15th March 2006,
contributed other aspects to the discussion: for example, the request to «set up, in harmony with
the spirit of the Lisbon Agenda, an open co-ordination method (MOC) with a view to informing
the Member States of the main restructuring orientations» or the idea that «the participation of
employees in the capital of their firm can represent a suitable means for ensuring they become
more involved in the decision-making process that precedes corporate restructuring» and should
therefore be more widely discussed at the European level.




                                               21
2. EUROPEAN SOCIAL DIALOGUE IN THE FACE OF RESTRUCTURING



      In this second part, we present the initiatives undertaken over the last few years by
European social partners at the cross-industry and sectoral levels in the field of restructuring.



2.1. RESTRUCTURING AND EUROPEAN SOCIAL DIALOGUE AT THE CROSS-INDUSTRY
LEVEL



        2.1.1. European social partners consulted on restructuring


        The European Commission has approached social partners on the restructuring issue
several times.
        - First of all, there was the consultation of January 2002, based on the document
Anticipating and managing change: a dynamic approach to the social aspects of corporate
restructuring that invited European social partners to «identify and develop best practices for
anticipating and managing restructuring»30. Four main axes for reflection were identified: 1)
«employability and adaptability», 2) «effectiveness and simplification» implying streamlining the
legal and regulatory frameworks, 3) «external responsibility», particularly at the level of the
territories and subcontractors, and, finally 4) «implementation modalities», taking particular
account of worker involvement, fair compensation, means for the prevention and resolution of
disputes and the situation of SMEs.
        - Next, there was the consultation launched in April 2004 within the framework of re-
examining the 1994 Directive on European Works Councils, justified by the changes brought
about by EU enlargement, through the adoption of the Directives of October 2001 and March
2002, and also by the fact that «large scale corporate restructuring has been the greatest challenge
facing transnational enterprises and their employees over the last two to three years» and that «the
pace of restructuring has quickened as industry responded to the economic downturn», thereby
giving rise to «widespread concerns about restructuring and its social consequences.»31
         - In March 2005 (see above), the Commission issued a communication in which these two
initiatives were the subject of a second consultation on restructuring and European Works
Councils. The Commission invited the European Social Partners «to become more involved in the

30 See: http://ec.europa.eu/employment_social/news/2002/jan/corporate_restructuring_en.pdf. The direction
of the consultation is clearly expressed (p. 6): «This initiative does not aim at working towards the
harmonisation of rules, but rather at developing and disseminating good practice at all levels that can
support the transformation of the economy and enhance its output as a result of the permanent process of
restructuring. The Commission firmly believes that the social partners at Community level have a central
role to play in this field. It strongly urges them to take an active role in developing throughout the EU good
practices in the field of corporate restructuring.»
31 See: European Works Councils: fully realising their potential for employee involvement for the benefit of

enterprises and their employees, First stage consultation of the Community cross-industry and sectoral
social partners on the review of the European Works Council Directive.


                                                     22
ways and means of anticipating and managing restructuring» and, in this context, to «start
negotiations with a view to reaching an agreement among themselves on the requisite ways and
means» for:
a) «implementing mechanisms for applying and monitoring existing guidelines on restructuring,
and a discussion on the way forward»,
b) «encouraging adoption of the best practices set out in the existing guidelines on restructuring»
and in the way that European Works councils operate, «more especially as regards their role as
agents for change»,
c) «devising a common approach to the other points» of the Communication, more especially
training, mobility, the sectoral dimension and the anticipatory aspect.
        What are the «existing guidelines on restructuring» that European social partners are
invited to implement and further as of 2005?


       2.1.2. From the 2003-2005 work programme to the 2006-2008 work programme


      To answer this it is necessary to go back to the work programme established by the
European social partners for the 2003-2005 period. The programme had three main priorities:
«Employment», «Mobility» and «Enlargement», the «Restructuring» was high on the agenda.


      * «Restructuring» was initially one of the twelve themes discussed under the
«Employment» component.
In response to the consultation of 2002, in 2003 it was a question of «identifying orientations that
could serve as a reference to assist in managing change and its social consequences on the basis of
specific case studies.» This objective gave rise to the Orientations for reference in managing
change and its social consequences for European social partners submitted by the ETUC, UNICE,
UEAPME and CEEP to the Commission in October 200332. The text is based on ten case studies
(seven large firms and two SMEs33) and one region (Asturias, in Spain) concerned with
restructuring that were the subject of three joint seminars between October 2002 and May 200334.
It stressed the need to «explain and give the reasons for change in good time», which implies the
necessity to fulfil obligations arising from the legislative and contractual framework on worker
information and consultation (particularly within European bodies) while ensuring «continuous
quality communication» with workers and their representatives. Emphasis was also given to
developing workers’ competences and qualifications – under the heading of «employability», and
on the importance of partnerships at the territorial level between employers, unions and public

32 See text: http://ec.europa.eu/employment_social/social_dialogue/docs/orientations_en.pdf
33 Norsk Hydro, Danone, Marzotto, Deutsche Telekom, Barclays Bank, Siemens and Metso made up the
former; Auwera and Abeil were the SMEs. See the description of the ten cases given in:
http://ec.europa.eu/employment_social/social_dialogue/docs/orientations_annex_fr.pdf
34 A similar approach was used in 2004 for European Works Councils (joint seminars on CEE and case

studies, Final report in April 2005 and European social partners’ joint text). See ETUC, UNICE/UEAPME,
CEEP, Lessons learned on European Works Councils, Brussels, 7th April 2005.




                                                 23
authorities, particularly through the support of EU structural funds. The specific situation of SMEs
was discussed along with the «concern to explore all possible alternatives to dismissals» in the local
management of restructuring. Finally, the text recommended the set up of
«monitoring mechanisms to evaluate the effects and check the efficiency of the solutions
identified in the medium and long term».


       * «Restructuring» was also one of the six points in the «Enlargement» component of the
2003-2005 work programme.
In this context, in 2003 and 2004, European social partners carried out a «study on restructuring in
candidate countries». At the end of June 2006, this led to a joint two-day conference entitled
«Restructuring in new Member States» an occasion for once more emphasizing the importance for
the social partners of understanding the challenges posed by restructuring for anticipating and
managing change35.


       In view of the interest aroused by this event, the European social partners decided to use
the same approach and apply it to the 15 «old» Member States in the framework of their
2006-2008 work programme. However, they were not able to come up with a joint response
when, in 2005, the Commission invited them to «set up negotiations with a view to signing an
agreement» during the second consultation phase.



2.2. RESTRUCTURING, AN EMERGING ISSUE IN EUROPEAN SECTORAL SOCIAL
DIALOGUE

        Since 1998, European sectoral social dialogue has been taking place within sectoral social
dialogue committees, joint authorities established at the request of the social partners in the
various sectors; the Commission ensures the secretariat for the committees. Rules of procedure,
work programme, schedule of meetings and methods for approving the joint texts are defined by
each of the 33 committees that have been established so far.
        Apart from the features and actions specific to each activity sector, the report on «recent
developments in the European Sectoral Social Dialogue» published by the Commission in 2006
lists seven points that will constitute the main themes of future sectoral social dialogue.
«Sectoral restructuring» appears next to EU enlargement – discussed through the issue of
reinforcing social partners in the new Member States and candidate countries –, corporate social
responsibility, core labour standards, training and lifelong learning, equal opportunities and health
and safety issues.
        The wide-scale restructuring affecting most activity sectors is related to liberalisation of
trade, privatisation and international competition. The sectoral social dialogue committees have
reacted in different ways, whether by adopting policies and joint opinions or by organising
seminars, conferences or training sessions in order to review the ideas, measures and instruments
to develop at the sector level. This is certainly what happened in the case of the
Telecommunications sector for which social partners organised a conference in Hungary on the
social consequences of liberalisation in view, on the one hand, of the sweeping changes affecting

35   See the Final report: http://www.etuc.org/IMG/pdf/FINAL_synthesis_report_-_restructuringEN.pdf


                                                     24
the companies in the sector, and of EU enlargement, on the other. This conference was followed
by another, organised in Cyprus in May 2003, on social dialogue and restructuring36.
        The Commission reviewed two other examples in its 2006 report.
- The first example is that of the Shipbuilding sector, for which the sectoral social dialogue
committee, established in 2003, was the first in the Metal & Machinery field. The social partners
joined the high-level Leadership 2015 group that had been asked to set up a programme for the
long term future of the sector; they also worked on preparing a restructuring «tool box» with legal
instruments and information on legislation and good practice in Europe to facilitate the
management of the cyclical fluctuations in demand and the structural changes in the sector.
- The second example is that of the Extractive industry (formerly «comité des mines») that has
been considerably restructured while also having to take into account new environmental policies.
The restructuring issue was also the subject of a conference in 2004 on the theme of «information
and consultation on the future of mines in Europe» that aimed to encourage good practice in this
field.


      Other more recent initiatives confirm the growing interest of players involved in
European sectoral social dialogue in the restructuring issue.
- Restructuring management actions were presented as one of the main axes of the «provisional
work programme of the social partners of the Sugar sectoral dialogue committee for 2006». The
restructuring issue having previously been broached in this sector through corporate social
responsibility, a theme in which the sector has recently invested a lot of time and work37: in the
2003 CSR code of conduct, European social partners encouraged their members to exceed the EU
information-consultation regulatory requirements, advising them to inform and consult their
employees on planned restructuring measures in timely manner. Recommendations were also
made for improving worker employability. In 2005, the sugar social partners, together with the
beet producers (CIBE) organised a conference with the aim of analysing the restructuring taking
place in the sector. Furthermore, they asked the Commission to set up a Restructuring Fund for
their sector (Fund set up in February 2006).
- In the Textile and Clothing Industry sector, the social partners, Euratex and ETUF:TCL,
integrated the issue of anticipating restructuring in their 2006 work programme, following the
abolition of quotas in international trade in the sector on 1st January 2005. In April 2006, the
Commission organised a conference on the theme «Managing Change in the Textile and Clothing
Industry», and the social partners have launched a «Research-Action» with a view to improved
anticipation/management of restructuring in this sector, with the first Round Table scheduled for
February 2007.
- In their work programme for 2007 adopted in October 2006, European social partners in the
Electricity sector, with Eurelectric on the one hand, EMCEF and EPSU on the other, mention
examining the effects of electricity market liberalisation on employment and working out a
common position on restructuring. An initial joint Declaration had been made at a conference
discussing the «social implications of electricity sector restructuring in the candidate countries»

36 On national and European restructuring dynamics and the development of sectoral social dialogue in the
Telecommunications sector, see the contribution by A. Mias in A. Jobert (dir.), 2005.
37 On CSR within the framework of European sectoral social dialogue, see M. Nordestgaard and J. Kirton-

Darling, 2004.


                                                   25
held in Budapest in September 2002: this had stressed the importance of social dialogue and the
need to organise it.


        European social dialogue has only recently got to grips with these issues and this is partly
because the two partners, labour and management, need to work out their respective positions
before they can come up with potential solutions to be debated on in a wider professional
environment. In this context, restructuring and particularly transnational restructuring is the
subject of specific investment in terms of training, particular among the unions, the aim being to
equip the players with strategies for dealing with restructuring projects.
        Such initiatives are evident at the sectoral level and involve investigation and reflection:
the players need to review their own organisation and work methods.



2.3. RESTRUCTURING AT THE CORE OF A TRADE UNION PROJECT: THE TRACE
PROJECT38



        The TRACE programme (« Trade unions anticipating change in Europe ») involved a
project dedicated to «a central aspect of change in Europe – industrial and economic restructuring
– and how trade unions can defend the interests of working men and women facing this
challenge»39. Run by a group of European trade unions and coordinated by the Education
Department of the European Trade Union Institute (ETUI-REHS), 19 European and national
federations from ten countries40 were involved; an English University and a Swedish Research
Institute also provided assistance. Financed by the European Social Fund (Article 6 «Innovative
Measures»), it spent two years, from November 2004 to November 2006, working on «anticipating,
preparing and accompanying wide-scale restructuring». An important aim was to break the
tendency whereby trade unions are limited to the «role of managing the social consequences of
restructuring» and help them to «play an active and pro-active role» in these situations.
        The project comprised three main phases. The preparation phase ran from the end of 2004
to the end of 2005, and gave rise to a joint inaugural conference and to the planning of the
«key actions» at the core of the programme. There were 17 of these, making up the project
implementation phase that lasted from the end of 2005 to the start of 2006. Finally, a review phase
was held between June and November 2006 – the date of the final conference – to assess the
actions undertaken and highlight the common interests evident between countries as well as
among sectors: two «workshops» one for the national federations, the other for the European
federations were organised to this end. This final phase gave rise to a Handbook on restructuring
that summarises the issues discussed and the proposals made, to which should be added the




38 For further information on the project, see the wealth of information and the set of documents on its
website, on: http://www.traceproject.org. For a summary, see in particular the Project report, available on
the site.
39 It is to be noted that while being explicitly dedicated to the restructuring issue, Project title and acronym

only use the term «change» to qualify it.
40 Austria, Belgium, Denmark, Finland, France, Italy, Portugal, Spain, Sweden and the U.K.




                                                      26
drafting of «Topic Sheets»41 and the development of Pedagogical Materials, mainly concentrating
on the use of computer and online resources.


        Apart from these joint productions, the originality of the TRACE project essentially
springs from the «Key actions» defined and developed by the participants to deal with
restructuring according to the specific stakes and situation of their respective activity sectors. Each
of the 17 actions was based on several transnational and national meetings. There are two main
types of «Key actions»:
      - Europe-wide actions piloted by European Industry confederations (chemical, metal &
machinery, public services, education, graphics, services) [see Key actions No. 1 to 8];
       - bi-national type actions based either on the geographical proximity of the countries
(Spain/Portugal; Finland/Estonia), or on the concept of distance (be it cultural, or concerned with
the level of unionisation, economic, etc.) between them (France/U.K.; Denmark/Italy),
systematically comparative in nature [see Key actions No. 9 to 17].
       The «Key actions» can also be classified according to their objectives and related results.
The three main objectives are: a) know and understand, b) exchange, c) guide.
        a) Several of the Key actions aim to make an inventory of the general situation of the
sector in question and use «questionnaires», «reports», «data bases» or «sectoral studies» for the
purpose. The main aim is to define and measure the restructuring phenomena at work in the
sector and assess as accurately as possible their economic and, more particularly, social impacts.
        b) Another important objective involves setting up networks. This has two purposes: on
the one hand, identification of the trade union players involved so as to co-ordinate their actions
effectively and exchange of information and «good practice», through the set up of Internet sites,
monthly news bulletins or the comparison of case studies, on the other. In some cases, language
problems have made the set up of the networks difficult.
         c) Finally, some of the Key actions set out to formalise the position of the sector players in
relation to restructuring – so as to broadcast it. This formalisation process is achieved through the
production of «agreements», «guides», «guidelines», «handbooks»42, Internet sites or CD-ROMs,
whose contents are mainly concerned with definitions of the restructuring involved, the roles
expected of the various players, identification of crisis situations and the trade union strategies to
be implemented. The need to define a general restructuring «framework» for a particular sector,
and the concurrent need to take into account the diversity of situations in the field can be a source
of friction.
        Analysis of the TRACE project and of the ensuing Key actions leads to three concluding
remarks. Firstly, although the various objectives co-exist in many cases, they are repeated in
varying degrees of intensity according to the sector involved, as a function of the originality, scale
and extent of restructuring applied, but also depending on the extent of trade union presence,
particularly at the European level. Secondly, some of the actions are essentially dictated by the

41  Apart from a glossary and a general bibliography, the sheets present the various types of
restructuring (closure; relocation abroad; mergers and acquisitions; privatisation; etc.) along with details for
each: terminology in the various countries, main causes of the phenomena, their scale and extent in Europe
and, finally, their impact on employment and how they affect the unions.
42 See the EMF handbook on dealing with cross-border restructuring in multinatonal companies in the

metalworking sector produced in the framework of this project.


                                                      27
prevailing economic conditions, particularly those imposed by the adoption of E.U. legislation
(such as the Service Directive) or «local» (in which case they serve as a «test»), others plan for the
longer term, for instance by aiming to modify way the trade union concerned operates. Finally,
the European Works Councils are the subject of several «Key actions», either primarily (as for the
EMCEF Key action)43 or on a secondary basis.




43This Key action, «EWCs in the Front Line» has devised «guidelines for coordinating trade union strategy
in relation to restructuring» and led to the production of a CD-ROM containing EWC facts and figures.


                                                   28
3. RESTRUCTURING AND TRANSNATIONAL SOCIAL DIALOGUE WITHIN COMPANIES




        At the company level, European Works Councils (EWC) are the main instruments for
transnational social dialogue on restructuring in Europe. Their achievements and limitations have
been regularly analysed and assessed since the Directive on European Works Councils was
adopted in 1994, possible revision of the Directive is still being debated44. We shall discuss the
conditions under which the EWCs exercise their information-consultation functions in (3.1.), and
aspects of their mobilisation to deal with restructuring situations (3.2.). This will be followed by
an examination of their possible investment in transnational company negotiations (3.3.) and the
questions raised by employee representation in management bodies, particularly since the coming
into force of the 2001 Directive on worker involvement in the European Company (3.4.).



3.1. EUROPEAN WORKS COUNCILS AND                          THREE      CHALLENGES         TO    THEIR
INFORMATION-CONSULTATION DIMENSION

        Of the 639 firms with a European Works Council in 2001, a third had been involved in a
transnational merger or acquisition operation between 1999 and 2001 (Kerckhofs, 2003). Whereas
the competence of European Works Councils is not limited strictly to restructuring situations, the
latter certainly serve as a testing ground for the information-consultation functions of the
councils. In this context, they need to summon members, disseminate information, produce
translations, etc. how efficiently they do this is a measure of their efficiency. Management also
have to comply with information-consultation obligations and may carry out this duty speedily
and willingly, or not, as the case may be. Worker representatives are also “on trial” since they
need to understand, process and use the information they receive and then react appropriately.
European Works Council members face three main challenges: defining the «restructuring»
situations they are capable of dealing with (3.1.1.); the issue of the «usefulness» of the information
received and exchanged (3.1.2.); and, finally, the instability of Councils that some restructuring
operations may create (3.1.3.).


       3.1.1. What types of «restructuring» figure on the agenda of EWC meetings?


        Two conditions relating to the operation of European Works Councils, listed in the Annex
to the 1994 Directive, influence the points that can be placed on the meeting agendas: issues for
discussion must have a «transnational» dimension, and the changes examined – particularly at
«Extraordinary» meetings – must be «important», «exceptional» or «bear considerable
consequences for workers’ interests». This being accepted, the meaning to be accorded to these
qualifying terms still needs to be defined so that European Works Council members can get to
grips with them and try to act on the economic and social realities involved.
       * It is only some «restructuring» situations that are likely to be discussed within the EWC,


44As pointed out above, debate on possible amendment of the 1994 Directive is directly related to
Community discussion of policy and instruments for managing restructuring.


                                                 29
therefore the challenge lies in defining the «threshold» beyond which changes qualify
as «important» and allow placing the project involved on the agenda of a Council meeting. The
criterion selected is frequently quantitative in nature: it involves defining a minimum number of
employees due to be affected by the restructuring. Differences of opinion between corporate
management and workers’ representatives concerning the «importance/scale» of the project
involved – and its consequences – run the risk of complicating the operation of the Council and of
introducing an element of conflict45.
         * The «transnational» constraint, presented as a general condition, for any issue to be
placed on the agenda of European Works Council meetings, be they plenary meetings or restricted
working parties, general or extraordinary meetings, is also a tricky one. The minimum definition
used in the Directive (the issue must concern at least two countries within the scope of the EWC)
is not sufficiently rigorous. Pondering whether an instance of restructuring is «transnational» or
not, implies thinking about both the type of decision that gave rise to it and about its
consequences, since there are situations where a national decision entails transnational
consequences, and others where a transnational decision has national consequences. While «the
transnational characteristic of the company is easy to identify», «qualifying a case of restructuring
as transnational can be more difficult» (Moreau, 2006, p. 310). The criterion selected by the
Directive is seen to be limited since it «restricts the transnational field to the consequences of
restructuring, setting aside both the causes of the latter which refer to the strategies of the
employer, and its temporality.» This is particularly the case where restructuring operations «are
staggered over several countries» (ibid.). It is the actual strategy of the company that is under
scrutiny: the level at which it has been defined and the scope for its application, how it is
implemented and assessed. Both the causes and the effects of the restructuring operation must be
considered together, and in all their aspects, in order to assess the transnational dimension of the
project.


        3.1.2. How is «useful» information and consultation defined?


        The concept of the usefulness of information is directly related to its type, content and to
the point when it is transmitted. According to a study of EWC members carried out in 2005
(Waddington, 2007), the information transmitted to the latter during EWC meetings mostly
relates to the past results and situation of the company and rarely to projections as to its future,
particularly where employment is concerned. Forty per cent of the study participants report that
there is little or no information on themes such as «changes in work methods», «reorganisation of
production lines» or «new technologies», and over 75% complain of information-consultation that
is both tardy and insufficient, when not altogether absent, relating to restructuring projects put
forward by management – even though many of the agreements setting up EWCs include sections
on «company strategies» and on the various types of «restructuring» (closures, transfers of
undertakings, cessions, mergers, etc.) within the field covered by the European Works Council.
The definition of information relevant to European Workers’ representatives also raises the issue
of control of the meeting agenda. There is a degree of friction between the desire to ensure general


45For instance, this is the interpretation chosen by the new EWC of the Air France-KLM where the
agreement stipulates that consultation is required also in the case of decisions affecting only one country but
«whose scale is such that they will of necessity impact on the group as a whole» (see Liaisons sociales
Europe, No. 147, 2006).


                                                      30
understanding of the company activity, organisation and strategy and the need to cater to the
specific expectations of the employees. The Works Council meets infrequently and only for short
periods, so the themes and issues to be covered need to be structured (and presented in a
hierarchy).
         Indeed, the type and quality of the information are not judged in isolation, they have to be
seen in a context of material constraints, and particularly time constraints. EWC meetings are not
free to run on at their own pace. The time allotted to discussion and to the «exchange of views»
mentioned by the Directive and most of the agreements comes in for much criticism. Command of
the agenda runs hand in hand with the need to ensure control of the meeting sequence. It may be
that the information is adequate (in quantity) but the workers’ representatives may nevertheless
see it as «insufficient» if they cannot easily take it on board or find it difficult to discuss. Indeed,
information may at times be overabundant and, in such cases, may be judged lacking in
«usefulness» by the members of the European Council, because it is too dense, not well-structured
and thereby difficult to appropriate, causing frustration for both the workers and their
representatives.
         To all this must be added the risk of being «misled» by information that is too abstruse or
unclear which brings us back to the question of processing the information and to the possibility
of calling on the assistance of outside experts, who could help the EWC members to analyse the
data collected. Practically all the agreements signed after 1996 mention the possibility of calling
on an expert, in comparison with only 78% of the agreements signed before this date (and only
50% of those signed before 1994) (Carley, Marginson, 2000) – recourse is however frequently
limited to a single expert only (specifically in the French agreements). Furthermore, this provision
goes hand in hand with the possibility for the said expert of attending the Council’s plenary
meetings in 75% of cases, and the preparatory meetings in a growing number of cases. However,
this participation, only very seldom a right, mainly relies on the principle of an «invitation» to the
various meetings. Moreover, on this point, EWC members report that the practice is less
satisfactory than the agreements led them to expect. In view of the request for revision of the 1994
Directive, a wide majority of EWC representatives back the request for «more assistance in
interpreting the information».
        Finally, the usefulness of information may not be judged according to its content but
rather by what it conveys to the Workers’ representatives on the way their company is run and
managed, or by what they infer on this. The point we are making concerns how the information –
or its absence – is interpreted. The absence of EWC information on restructuring operations
bothers some of the workers’ representatives not merely because it infringes on EWC operating
rules and stops them from anticipating and reacting appropriately to imminent site closures or
mass redundancies. It also causes anxiety because it suggests their company is subject to the sort of
management or governance where short term decisions have the upper hand, where there is little
transparency or planning for the longer term.


        Restructuring is a key opportunity for testing the ability of the EWC to exert its official
information and consultation functions. However, depending on the type and extent of the
restructuring involved, it is also likely to affect the EWC itself: the instability of company
perimeter that follows merger, transfer or acquisitions operations can give rise to inconstancy
among the European representative bodies and there is a risk it will jeopardise their correct
operation or even their continued existence.



                                                  31
       3.1.3. What stability for EWCs in restructuring situations?


       Faced with restructuring situations, the EWC must also undergo the ordeal they represent.
In other words, throughout project implementation, despite the transformations in company
perimeter or property, it must endure and continue to ensure its information and consultation
functions, all the more so, as the force of events means they are of particular consequence to the
workers and their representatives.
         In this context, instability of group or company configuration can have two separate
effects, sometimes both acting together, on European Works Councils (Béthoux, 2004).
         * In the first case, the council itself is not directly affected; on the other hand, its
composition undergoes changes that are more or less frequent with the consequence that relations
between workers’ representatives in the various countries are difficult to build up and particularly
difficult to nurture. Enforcing the expected solidarity and new transnational trade
union/industrial relations, that set up of the Councils promised, becomes more difficult.
Restructuring and the ensuing variations in company perimeter therefore either lead to a
shortening of the time a representative spends within the European authority before he is
replaced, or to vacant seats when the activities a particular member represented are transferred.
What happens to vacant seats? Whether they are redistributed or done away with, in either case,
the configuration of the European Works Council will be altered.
        * In the second case, instability of company perimeter leads to redefining the councils
themselves, and this is generally the result of negotiating a new agreement and set up of a new
European Works Council. This is particularly the case where each of the companies merging had a
European Works Council. Such experiences give rise to two main observations: on the one hand,
the difficulties that arise when two different «cultures» meet, and with which it is necessary to
interact within a single new structure and, on the other, the amount of time it takes to set up the
said structure during which an element of chaos may rein since it may not be clear who does what
and information probably will not circulate efficiently. This raises the question of whether the
original councils and their activities should be maintained or whether it is desirable to set up a
provisional one to cover the transitional period46 that extends from the merger announcement
until such time as the new European Works Council is ready to function.




46 This was the solution chosen when Air France and KLM merged: a provisional Holding Forum was
instituted.


                                                32
3.2. EUROPEAN WORKS COUNCIL MOBILISATION IN CASE OF RESTRUCTURING

        Four main types of EWC mobilisation are discussed: collective, institutional and political,
legal and expert (Moreau, 2006; Béthoux in Jobert (dir.), 2005).


        3.2.1. Coordination and Europeanisation of collective actions


         European Works Councils are a new social dialogue arena and, by extension, a site for
confrontation. They can be an outlet for European conflict. In this context, they may play a role in
organising and coordinating collective action initiated within a company or group, at the
European level. Such collective action may take the form of calls for strike or for coordinated
walkouts throughout group sites, the launching of a petition to be signed by all the European
workers of the company, or the organisation of joint demonstrations, either in Brussels where E.U.
institutions are concentrated, or at company or group head office. This last may pose difficulties:
practical and logistical problems inherent to organising a wide-scale demonstration involving
players from different countries. There is also the fact that planning this type of «protest» action is
a challenge for European representatives in that their national and social traditions and particular
trade union experience may not have prepared them for such events.
        This role brings us to the issue of how actions undertaken by the European Works Council
fit in with those undertaken specifically by trade unions, as with the European Trade Union
Confederation (ETUC) through «European Trade Union Coordination Groups» for a company or a
group.47 Hence, in 2005, following the announcement of the closure, or of reductions in the
workforce, of several Electrolux group plants, the EMF set up a coordination committee to
coordinate the European trade unions in the group – due to work with the EWC – to meet
management, and called the 25,000 employees of the group out on strike in October 200548. Such
action corresponds to one of the ten principles set out by the EMF in the Handbook it published in
2006 as a guide to transnational restructuring, that is, «set up a European trade union coordination
group composed by the unions involved in the company, the EWC and the EMF Co-ordinator.»
The principle springs from the conviction that «information-consultation of trade unions, and
among trade unions, [is] essential» in order to determine joint strategy and avoid competition
among the sites.49




47 On this point, see the thinking developed by the lawyer R. Brihi in Liaisons Sociales Europe, No. 162,
2006, «Réviser la directive sur le CE européen et instituer le « délégué syndical européen /[Revising the
EWC Directive and establishing European Trade Union Delegates]», p. 5.
48 See Liaisons Sociales Europe, No. 133, 2005, p. 12: « Restructurations chez Electrolux /[Restructuring

Electrolux]».
49 Comments reported in Liaisons Sociales Europe, No. 164, 2006, p. 3.




                                                   33
        3.2.2. EWC institutional and political mobilisations


        In parallel, in some cases, the action of the European Works Council aims to engage the
attention of the EU powers. This may address the representatives of the European Commission
(mainly DG Employment, Social Affairs and Equal Opportunities, but also DG Competition or
Entreprise and Industry) or European Members of Parliament, with a number of objectives:
highlighting breaches of the EWC information and consultation procedure; making known the
position of European employees and their representatives concerning the restructuring project
involved; obtaining possible support for the efforts made by the EWC to mobilise institutional
players. In 2000, for instance, when various activities in the Alstom and ABB groups merged, the
European Parliament, having been contacted by the members of the Alstom EWC (and having
noted there was also a restructuring project underway at Goodyear in Italy), adopted a resolution
acknowledging the irregularity of the procedure implemented by group management, criticising
the restructuring plan and regretting the fact that the Commission had approved the merger
without thought for the social consequences.50
        Furthermore, it should be noted that in 2000 the European Trade Union Confederation
(ETUC) drafted a working document entitled The EWC and mergers51 that specifically drew
attention to the need to modulate EWC information-consultation with Community merger
control procedure. The recommendations that set out the «rights» and «duties» of the European
Works Council and the Commission concentrate mainly on the following points: coordination of
the schedules for the two processes, Commission hearing of the EWC representatives by virtue of
Article 18.4 of the 1989 regulation (since revised), ensuring the Commission should take into
consideration the consequences of the merger on employment and also «whether or not the
companies had fulfilled their EWC information and consultation obligations». The ETUC urged
each EWC concerned to exploit the means at its disposal in the field of competition and social
policy even though the existing rights are fairly restricted.52


        3.2.3. EWC court actions: overview, conditions, results


       On 21st November 2006, the Paris Court of first instance issued a summary order,
confirmed by the appeals court, obliging GDF management to postpone its Board meeting. This
meeting had been summoned to approve the project, to merge the utility with the Suez Group,
that had been announced at the end of February. «The European Works Council has not
concluded its consultation» was how the postponement was justified. Consultation had to be
wound up before it was possible to proceed any further. In the light of the accounts of this judicial
event given in the press, the GDF European Works Council was clearly presented as the subject
both of the dispute and of the two court rulings, and postponement of the Board meeting was
imposed so as to enable the EWC to conclude its consultation mission. However, few articles
presented the EWC as the player in the submission to the court: the initiative for legal action, and


50 European Parliament resolution on restructuring of European industry, with special attention for the
closure of Goodyear in Italy and the problems of ABB-Alstom, B5-0124, PE 288.615, 17th February 2000.
51 CES, Document de travail n° 46 : Le CEE et les fusions d’entreprises [Working Document No. 46: the EWC

and mergers], November 2000.
52 On this particular point, see the information and advice in the EMF Handbook (2006, pp. 26-34).




                                                   34
responsibility for the consequences were attributed to the trade unions, or even to the workers –
but not directly to the EWC. In actual fact, it was the European Works Council that laid the
matter before the court – its members considered that the management had consulted with them
on the merger project and its effects both in cursory manner and too late.
        Since the 1997 Renault-Vilvorde affair and the judgments pronounced by the Nanterre
Court of first instance and the Versailles court of appeal against the Automotive manufacturer
(Moreau, 1997), the possibilities opened up by court actions in which an EWC is both subject and
player have been commented on by observers. It will be interesting to see how such actions fit in
with EWC information and consultation procedures in restructuring situations. In this context, we
shall examine three points: a) following a brief summary of court actions involving EWCs since
1997, we shall consider b) the conditions needed for implementing these approaches at the
transnational level and, finally, c) outcomes European workers and their representatives can
expect.


        a) The study by M. Carley and M. Hall (2006, pp. 59-60) presents an overview of the few
court actions instituted by European Works Councils against their company in a restructuring
context. Mostly, the actions aim to report the failure to respect information and consultation
procedures provided for by the agreements. As concerns the pioneering Renault case, the authors
point out, however, that the judges decided in favour of the EWC although the agreement that
instituted it did not mention the need for «prior» information and consultation. It was the spirit of
the 1994 EU Directive and the earlier Charter of Fundamental Social Rights of Workers
established in 1989, that were used to justify the need for «timely» information and consultation;
the terms were integrated in an amended version of the Renault EWC in 1998, and incorporated
in the EU Directive on «information-consultation» of March 2002 that is sometimes referred to as
the «Vilvorde Directive» (Didry, 2001).
       Apart from the repercussions of this particular affair, there are three main observations to
be drawn:
      - Court actions taken out by EWCs have so far been relatively rare (this does not stop a
European Works Council from airing the threat of legal action, should it feel so inclined);
        - most of the court actions have been filed in France53;
        - corresponding case law has not yet made the records.
This last point is illustrated by the rulings issued for affairs that aim to establish how EWC
transnational consultation slots in with consultation of national representative authorities. In the
Alstom and Altadis cases, the Nanterre and Paris courts acknowledged the primacy of the EWC.
For instance, the ruling in the second case stated that it was necessary for the «EWC consultation
procedure to reach its conclusion […] before that of the French Central Works Coucil should start
[…] so as to allow the latter to express an opinion with full knowledge of the facts.» 54 Within the



53 Renault, Panasonic and Otis affairs in 1997; Alstom in 2003; Altadis and STMicroelectronics in 2004; GDF
in 2006. There was also a case brought before the Dutch courts in 2004, in the telecommunications sector
(however it did not relate to the information-consultation procedure as such but rather to the fate of the
EWCs following a merger).
54 See «Le comité d’entreprise européen doit servir à quelque chose /[The European Works Council needs to

serve a purpose]», Liaisons sociales Europe, No. 99, 2004.


                                                    35
context of the restructuring of the STMicroelectronics group, the Nanterre court of first instance
ruled that European and national consultation should be concomitant.


        b) Several cases (Panasonic, Alstom) indicate that the European Works Council was
nonsuited by the courts on details of form and this raises the issue of the conditions under which a
court action may be instituted by a European Works Council.
         Court action by a European Works Council is rendered difficult owing to the absence of
any EU text setting out basic procedure for the purpose. Two separate problems are likely to arise
when members of an EWC plan to go to court in the name of the transnational authority.
Different national legal practices and traditions affect the significance of the action and colour its
interpretation: court action may be construed differently, depending on the country, as a last
resource for some, or as an option from a choice of several (others being recourse to the media,
protest actions, etc.). They also affect the ways of acting in the law court (the fact of having a
mandate, or not, for instance): although it is a transnational body, the European Works Council
falls within the province of the national law mentioned in the agreement that set it up and any
court action instituted in its name must proceed in compliance with the corresponding national
rules and practices. Hence the necessity to inform the various foreign members of the EWC of the
latter so as to ensure the admissibility of the legal action.
        In this respect, the principles laid down in the EMF Handbook on transnational
restructuring produced in the context of the TRACE project (see above) represent a concerted
effort to formalise the procedures and encourage sector employees and their representatives to
avail themselves of them. Presented in the form of «EMF guidelines for court actions involving
EWCs» (pp. 41-48), these recommendations aim to clarify the conditions under which «a case
should be brought to court, or not» and, should the need arise, ensuring the lawsuits are «carefully
prepared». They present a set of general points to be considered before instituting a court action
(what to request, why, in which cases, what outcome to expect, etc.), while informing actors of
the specific provisions that may vary from one country to another (and particularly «who can
bring an action against whom»). They also try to make workers and their representatives aware of
the possible consequences of a legal ruling. Whether the latter goes in favour of the workers and
their representatives or not, and although a priori it is only applicable in the country in which it
has been delivered, it is likely to serve as a reference at the European level as concerns the
transnational dimension of the EWC. Finally, it is pointed out that, either directly or through its
EWC coordinators, the EMF can take on the role of mediator, assistant or even take an active part
in a court action.


        c) Furthermore, the content of the rulings is not the only possible advantage of court
action for workers and their representatives, there is also the extension of the time allotted for the
procedures, particularly in the articulation between procedures implemented at the European
level, on the one hand, and on the local level, on the other. In some cases, the fact that the EWC
has taken court action has enabled postponing the implementation of social plans at the national
and local levels, and on occasion has also ensured their reassessment. In consequence, the role




                                                 36
played by court actions as a means for ensuring the development of wider collective strategies that
aim to focus on the time of the procedures should also be examined.55


        3.2.4. Formation of European (counter)-expertise


         Discussions between management and workers’ representatives, as well as those held
among the representatives themselves, as to the number and type of experts the European Works
Council can call on to assist it are indicative of the recurrent questioning as to the role the various
parties wish to see the EWC play, particularly in restructuring situations. Among parties who do
not want the expertise to be merely limited to accounting and trade union issues, who would like
it to extend to industrial, technological or social fields, it is clear that they wish to see the EWC
endowed with a wider investigative role. A role that will extend beyond merely collecting up
information distributed, or the hands-on management of crisis situations. If the Works Council
acquires wider investigative possibilities then it will be expected of the workers’ representatives
that they should become able to make «proposals» to the management that might affect their
choices and decisions. This «capacity to make proposals», to be built-up or consolidated, depending
on the case, goes hand in hand with the desire to mobilise the EWC on a more continuous basis in
order to ensure closer monitoring of the choices and decisions implemented. It is with this
perspective in view that some EWCs are setting up Ad hoc working groups that meet as and when
required and not in the context of the regular meetings of the European Works Coucil. In this
way, the particular EWCs are acquiring specific expertise of their own relating either to the group
as a whole, or to one of its activities, in relation to restructuring projects, whether already
announced or still in the future.
        In cases where experts are mobilised in a restructuring situation, it remains to be seen
what use the workers’ representatives can make or expect to make of the appraisal results, and
how management makes it possible to articulate the time allowed for the appraisal and that
allotted to the information-consultation procedure.


       Though so far limited, a further EWC action method has recently developed, the
representative structure’s functions may be extended, beyond their worker information-
consultation dimension, to company transnational negotiation. As it is, restructuring situations
appear at one and the same time as the subject and trigger for such negotiation.



3.3. TOWARDS CORPORATE TRANSNATIONAL NEGOTIATION OF RESTRUCTURING?

      A study of the first «joint texts» negotiated by and within EWCs (Carley, 2001) drew
attention to the diversity of names given to these documents («agreements», «joint opinion»,
«Social charter», «joint statement», «plan», «framework agreement», «Code of conduct»,
«recommendations», «principles»), an indication of the uncertainty reigning as to the legal status of
the texts. However, the diversity also referred to their content that was mainly concerned with

55On this point, see the analysis carried out by É. Béthoux, R. Brouté and C. Didry (2006) relating to the
court actions instituted by the Alstom group EWC that emphasizes the articulation of local, national and
European procedures.


                                                   37
the definition of general principles and the drafting of recommendations through the signing of
«framework agreements setting out approaches for site partners at the transnational level», with a
view to future actions. In these initial texts, the themes most frequently covered were
restructuring and social rights, among which, trade union law; health and safety, training or
equality of treatment issues, were also discussed, but on a secondary basis.


         3.3.1. From joint texts drawn up within EWCs to international framework agreements


      The development of this company transnational negotiation and the more recent studies
carried out agree with these initial conclusions56. They throw light on how these texts tackle the
restructuring issue. For instance, in the eyes of M.-A. Moreau (2006), these texts dealing with
restructuring display four main objectives: drafting a procedural framework prior to any
restructuring crisis; building up social dialogue in a State in which it is non-existent or difficult;
guaranteeing employee training and/or placement rights; finally, laying down arbitration rules for
dealing with conflict in the transnational group. In their study of the role of «European Works
Councils facing transnational restructuring», M. Carley and M. Hall (2006) put forward a typology
of these texts that takes into account the crossing of two main criteria:
- the position given to restructuring in the negotiated text (exclusive, principal or secondary)
- and the relation between the text and the restructuring situations observed in the company
(depending on whether they are effective and underway, or merely possible at some time in the
future).
The authors listed 19 texts dealing with restructuring and distinguished three main types of
negotiated text among them.


        a) The first type refers to texts negotiated specifically in response to a European
restructuring project announced by company or group management. There are eight texts in this
category (see table below). These «agreements» or «joint statements» introduce guarantees or
accompanying measures for employees affected by the project. Local or national authorities are
entrusted with the implementation of the project, however, the EWC is often responsible for
follow-up and general monitoring.

Danone      France         Food and         Oct. 2001     Agreement     Social standards applicable in
                           drink                                        restructuring of biscuits division in
                                                                        Europe
Ford        USA            Motor            Jan. 2000     Agreement     Consequences of Ford’s spin-off
                           manufacturing                                of Visteon for employees’ status,
                                                                        employee representation and
                                                                        sourcing
                                            2004          Framework     Restructuring (international
                                                          agreement     operations synergies)



56See general works by R. Bourque, R.-C. Drouin and N. Hammer, or in France, articles by the legal
specialists I. Daugarheil and A. Sobzack, for instance in the collective work coordinated by M. Descolonges
and B. Saincy (2006). See also the working document published by the Commission: Transnational texts
negotiated at corporate level: facts and figures, Study seminar «Transnational Agreements», DG Employment
and Social Affairs, 17th May 2006 (drafted by É. Pichot with the assistance of C. Vogt).



                                                    38
General    USA            Motor           July 2000    Framework      Consequences of alliance
Motors                    manufacturing                               between GM and FIAT for
                                                                      employees’ status and employee
                                                                      representation
                                          Mar. 2001    Framework      Current restructuring initiatives
                                                       agreement
                                          Oct. 2001    Framework      Restructuring of Opel division
                                                       agreement
                                          Dec. 2004    Framework      European restructuring initiatives
Unilever   Netherlands    Household       Oct. 2005    Joint         Framework for responsible
           –UK            goods                        statement     restructuring in transition to
                                                                     ‘shared services’
                                                 Source: adapted from M. Carley and M. Hall, 2006, p. 25


         Furthermore, the eight texts were negotiated in just four groups. The Automotive sector,
affected by wide-ranging restructuring, is much in view at this point, through the agreements
relating to restructuring and the safeguarding of employment signed as early as 2000 with Ford
and General Motors (da Costa, Rehfeldt, 2006a). Among the factors in favour of the development
of negotiating activities, I. da Costa and U. Rehfeldt (2006b) stress the considerable involvement of
the FEM, the sustained activity of the EWCs in the two groups, the fact that for each case the
parent company is outside Europe, and finally, the weight of the German workers in the European
activities of the two groups, which ensures their representatives have pride of place in their
respective EWCs. They also note that the multiplication of such agreements certainly indicates
«both the strength of trade union strategy coordinated at the European level but also the fragility
of the agreements signed».


        b) The second type concerns texts that merely define general rules, in the form of
guidelines to apply in cases of restructuring. M. Carley and M. Hall describe two sub-sets within
this general category:

        * general texts that are only concerned with restructuring, as is the case for the «positions»
or «joint statements» by Danone (1997), the Deutsche Bank or Diageo – this latter being appended
to the revised EWC agreement;

Danone      France         Food and       May 1997    Joint           Changes in business
                           drink                      understanding   activities affecting
                                                                      employment or working
                                                                      conditions
Deutsche    Germany        Banking        March       Joint           New structures, job
Bank                                      1999        position        security and employability
Diageo      UK             Food and       Oct. 2002   Statement       Best practice guidelines
                           drink                      (appended       on redeployment,
                                                      to revised      redundancy and
                                                      EWC             outplacement
                                                      agreement)
                                                 Source: adapted from M. Carley and M. Hall, 2006, p. 25




                                                 39
         * Texts that discuss restructuring at some length though not exclusively , as is the case for
the «principles» adopted by Axa or Dexia and the Total «social platform».

Axa          France             Insurance     April 2005    Principles      Management of the social
                                                                            dialogue in Europe
Dexia        Belgium/France     Finance       Dec. 2002     Principles    Principles of social
                                                                          management
Total        France             Petro-        Nov. 2004 Platform          Employee relations (joint
                                chemicals                                 text signed by unions, but in
                                and                                       context of EWC and giving
                                energy                                    EWC enhanced role)
                                                    Source: adapted from M. Carley and M. Hall, 2006, p. 25
        These texts, negotiated without any specific connection with restructuring, define general
principles of social management of restructuring on which management and workers’
representatives agree, whether it is a question of preventive measures (that is, training plans, for
instance) or measures to implement in case of actual restructuring (either concerning the
employees or the territories), information-consultation procedures to be fulfilled or the role the
European Works Council of the group may be called on to play under such circumstances57.

       c) The third type concerns texts that make references to restructuring, although this is not
their main theme.
        This is the case for the text signed with Danone as early as 1992, that was concerned with
training issues and that discussed how these plans needed to be adapted should restructuring
occur.

Danone       France          Food and       April 1992     Framework      Skills training
                             drink                         agreement
                                                    Source: adapted from M. Carley and M. Hall, 2006, p. 25


        It is above all the international framework agreements that focus on corporate social
responsibility58 that are relevant here. These are texts with an international rather than merely
European dimension and, moreover, they are all recent. The Suez international social charter
dates from 1998, the Renault, PSA and EADS texts were all signed between 2004 and 2006. Their
negotiation and signature involved other players, International Trade Union Federations, and
whereas their contents review fundamental rights as defined by the ILO, the cases discussed also
include provisions, relating to restructuring, that either deal with maintaining jobs and protection
of employment or the limiting of job loss and its effects.




57 The text on «conducting social dialogue within the Axa» drafted at the end of 2004 enacted nine principles
to serve as a guide for the local management of restructuring: two relate to the information-consultation
process itself, three to employment loss social management measures, one to the recognition of the
«freedom, rights and functions» of workers’ representatives, one to training and, of the final two that are
more general one is concerned with the no-discrimination principle and the other with health and safety
issues. See Liaisons Sociales Europe, No. 119, 2005, p. 1: « Axa précise le rôle du CE européen lors des
restructurations /[Axa gives details on role of EWC during restructuring] »
58 For information on possible overlap among «restructuring, corporate social responsibility and relocation»,

see the text by J. Fayolle (2006).


                                                     40
EADS          Netherlands     Aerospace        June 2005      International    Minimum social standards
                                                              framework
                                                              agreement
PSA           France          Motor            March 2006     Global           Social responsibility
Peugeot                       manufacturing                   framework
Citroën                                                       agreement
Renault       France          Motor            Oct. 2004      Declaration      Employees’ fundamental
                              manufacturing                                    rights
Suez           France         Utilities and    Oct. 1998      International    Fundamental rights and
Lyonnaise                     communication                   social charter   principles for human
des Eaux                                                                       resources policy
                                                     Source: adapted from M. Carley and M. Hall, 2006, p. 25


        Other agreements of this type have been signed, reflecting the growing importance of this
approach. There was the EDF agreement in 2005, signed by four international trade union
federations, that broaches the issue of «anticipation and social accompaniment of restructuring»
basing its recommendations on principles presented to the European Works Council in May 2003.
(Anticipation in the sense that it involves taking into consideration the social consequences of the
strategic decisions planned; social dialogue with the unions and workers’ representatives; a
responsible attitude to workers and the local economies). There was also the Rhodia agreement
signed that same year with ICEM of which one of the commitments relates to the quality of the
information to be transmitted «in case of restructuring».
      The issue of the involvement of European Works Councils in such transnational
negotiations is crucial to the future development of European representative authorities. It is also a
part of the wider debate on the place and role of «international social negotiation» in the
anticipation and management of restructuring and, more to the point, on the European policy to
be implemented in this context.


       3.3.2. Towards the definition of an optional framework for transnational collective
bargaining?


        In the conclusion of its communication on Enhancing the contribution of European social
dialogue of August 2004, the EU introduced the idea of setting up a «framework» for negotiating
European collective agreements, having noted that multinationals are developing these practices59.
The proposal is included in the Social Agenda 2005-2010 and it complements the existing
Community provisions applicable at interprofessional and sectoral levels and is a further incentive
for organising and structuring European social dialogue. A group of experts carried out a European
study and presented their results early in 200660. Since spring 2006, European social partners have
been asked to pronounce on the need and possibility of establishing an «optional framework for
transnational collective bargaining».
      In response to the communication of 2004 and the Social Agenda, UNICE has made known
its opposition in relation to the need to set up this framework. It called on the desirability of


59 See the Symposium organised by Europe & Société, 14th and 15th March 2006, on: «Transnational
collective bargaining, a useful tool for the Lisbon strategy?» (See http://www.europeetsociete.com)
60 See final report, Transnational collective bargaining. Past, present and future, submitted in February 2006

by E. Ales, S. Engblom, T. Jaspers, S. Laulom, S. Sciarra, A. Sobzack and F. Valdés Dal-Ré:
http://ec.europa.eu/employment_social/labour_law/docs/transnational_agreements_ales_study_en.pdf


                                                     41
respecting «subsidiarity» principles and maintained that the social partners are autonomous and
further stated that the instruments already available are adequate61. It also rejected an «additional
layer of EU collective bargaining» on the basis of the type of transnational bargaining observed in
various groups that does not fit the typology of that carried out at the national level, nor does it
cater to the same needs. For its part, the ETUC62 provided a more detailed response stressing the
«relevance» and timeliness of the Commission initiative, expressing regret at the fact that the
social partners had not been consulted first of all – that is, before the group of experts and
European lawyers – and drawing attention to points it would like to see discussed in the future
«framework»63. In this respect, it should be noted that the European employees’ organisation
stipulated that the «power [to negotiate] must remain a sole and strict right of trade union
organisations owing to their representativeness that has long been recognised by the Commission»
and that «the EWCs, for which it should be remembered that the only rights granted to them are
those pertaining to information and consultation, as legislation currently stands, are not a
negotiating body.»64



3.4. RESTRUCTURING AND EMPLOYEE BOARD-LEVEL PARTICIPATION

        The set up and development of European Works Councils have not closed the discussions
on the most suitable arena for ensuring the transnational representation of European employees.
The limits their actions come up against when facing restructuring situations fuel reflection on the
affirmation of workers’ representation within the management bodies of companies in Europe65.
In the conclusion to their book on the «excesses of financial capitalism», the Economists M.
Aglietta and A. Rebérioux (2004) defend the idea of a «European model of governance» in which
«economic democracy» refers not just to the development of European employee information and
consultation rights, but also to a generalisation of their representation within the Board of
directors (or Supervisory Board) with the Boards seen as «deliberative bodies»66.


61   See UNICE, Position Paper (S/2004/100.05.04/UNICE pp COM social Dialogue 2004 final) on the
Communication of the Commission on social dialogue, 25th November 2004 and Position Paper
(S/2005/100.05.01/ social policy agenda 05-03-2005-final-EN) on the Communication of the Commission on
the Social Agenda, 5th March 2005.
62 ETUC, Resolution, Coordination des négociations collectives 2006 /[Coordination of collective bargaining

2006], adopted par the Executive Committee at the meeting of 5-6th December 2005, Brussels.
63  Points relating to: defining the players authorised to negotiate and sign an agreement, validity of
agreements and their extension, procedures for recourse in case of non application and arbitration of
disputes, and, finally, the introduction of a non-regression clause as concerns the legislation and existing
collective agreements in Member States.
64 The issue of the legitimacy and recognition of the EWCs’ mandate to sign these texts has not been cleared.

However, (in Descolonges et Saincy, 2006) A. Sobzack comments that negotiation with the European Works
Council improves the symmetry of the operation. Where the EWC is not involved, the only signatories are
the international trade union confederations and management. In such cases, workers’ representatives are
organised at the sector level whereas the management only represents a single company (as opposed to a
sector-based employers’ association.) The joint intervention of trade union confederations and European (or
worldwide) Works Councils serves to balance the parties during negotiations.
65 See the issue of the Journal Transfer (vol. 11 (2), 2005) that reported on this issue at the Community level

and in the Member States on the occasion of the coming into force of the Directive of 2001.
66 We should point out that redefining the scope and prerogatives of EWCs following restructuring can also

raise this issue. Following the bringing together of the Aventis and Sanofi-Synthelabo groups, a new


                                                      42
         This issue was revived by the coming into force at the end of 2004 of the Directive of 2001
with regard to the involvement of employees in the European company, supplementing the
Statute for a European company. The Statute provides multinational companies with a new,
optional legal status that articulates aspects of Community law and also refers to national rights so
as to allow improved organisation of such companies’ activities at the EU level. In particular, it is
expected that this status will encourage and facilitate cross-border restructuring operations that
could give rise to groups at the European level. Four methods enable the establishment of a
European Company: a merger operation, the establishment of a holding company, establishment
of a subsidiary and the transformation of an existing limited company. Adoption of the status is
subject both to the definition of transnational information and consultation mechanisms and
provisions for «employee participation.» In other words, provision must be made for possible
employee representation within the future European Company’s management bodies (Moreau,
2001)67.
        Although it is too early to pronounce on the future development of this status and on the
number of companies that will make use of the possibility, a first estimate made in March 2006
mentions 25 «European companies» registered in various parts of Europe, in particular in
Germany, Austria, Belgium, Finland, Luxembourg and the Netherlands (Kluge, 2006). The recent
adoption of the European Company status by the Allianz group and the participation rights
granted to the employees in this context have attracted a lot of attention. The principle of parity of
representation has been announced as concerns the Supervisory Board and a Works Council with
extensive rights is to be established. In a network formed under the aegis of UNI Europa-Finance,
the trade unions involved in the group have requested that the Works Council should have
negotiation rights, for instance, in the set up of a social plan, in case of redundancies.




agreement has defined the composition and attributions of the European Works Council of the new group,
while introducing a provision for electing workers’ representatives to the Board of Directors of the
company – 5 elected EWC members with a four-year mandate, in an advisory capacity, without voting
rights, however. The representatives must be members of organisations affiliated with the EMCEF or
FECCIA and represented in at least three different countries, in which the group is present through several
activities. This provision is new to Sanofi-Synthelabo employees, whereas Aventis employees were
represented on the supervisory board of the group. See Liaisons Sociales Europe, No. 124, 2005, « Le mariage
des CE européens de Sanofi-Synthelabo et d’Aventis/[The wedding of the Sanofi-Synthelabo and Aventis
European Works Councils]», p. 3.
67 See supplement No. 1071 of 15th April 2002 of Semaine Sociale Lamy, « Pourquoi et pour qui créer une

Société européenne ? /[Why set up a European Company and for whom?]».


                                                    43
GENERAL CONCLUSION


        The various themes presented in this working document will be at the heart of the
discussions held in the context of the Europe et Société Symposium of 23rd and 24th April 2007.
The interventions by the institutional players, employer and employee representatives, experts,
whether they act at the local, national or European level will show how and to what extent they
mobilise the various instruments and mechanisms. They will also reveal how they invest together
in the theme, how they see the current place of social dialogue in the anticipation and
management of restructuring in Europe and how the future looks to them.
       The account and analysis given of these numerous experiences should make it possible to
extend the developments presented here to reveal the specific dynamics of the restructuring
processes that have so far been observed in Europe. In conclusion, we list six transverse elements
that ensue from the analyses presented above and that could be discussed further during the
Symposium.

        - By concentrating on «transnational»-type cases of restructuring, we have stressed the role
of multinational companies, and particularly of the largest among them in this phenomenon. The
issue of the role and place of small and medium entreprises in these processes along with that of
the form social dialogue takes within them is also worth raising, and particularly where the SMEs
are involved in a process of internationalisation of their activities68.
        - Furthermore, restructuring affects all sectors, but not all to the same extent. Both
restructuring and the way the social partners face it can vary depending on the sector. The players
involved in the traditional sectors have long been identified and do not change, whereas with
emerging sectors there is first and foremost a «structuring» of both the sectors themselves and
their economic and social actors.69
        - In a similar perspective, restructuring as it affects activities covered by the public sector
is worthy of a specific study, in the sense that it leads to questions with vital implications for the
definition of the type of activities covered by the sector and for the services they ensure.
         - As has been shown above, the issue of territories also plays a central role when it comes
to apprehending restructuring phenomena throughout Europe. As we have seen, social dialogue,
territorial partnerships and mechanisms to be set up in case of restructuring, either effective or
anticipated, and in a wider sense to connections between territories and companies, the
localisation strategies of the latter and, ultimately, to the new balance of economic power
developing in Europe.
        - This last point ushers in the problems related to the Enlargement of the European Union,
which is also a transverse issue that preoccupies European social partners as they assess the
strengths and weaknesses of social dialogue in the various countries.


68On this issue, see the report by L. Jakobsen and V. de Voss (coord.), 2003, L’internationalisation des PME
/[The internationalisaiton of SMEs], Observatoire des PME européennes, No. 4, 74 p (See report available on
the             site              of           DG             Entreprise         and              Industry:
http://ec.europa.eu/enterprise/enterprise_policy/analysis/observatory_en.htm)
69 The case of the «logistics» sector examined within the framework of the TRACE project is a good example

of this.


                                                    44
         - Finally, since several of the companies operating in Europe are also developing their
activities in other regions of the world, the issue of how Community policy, economic and social
initiatives applied to «restructuring and social dialogue» fit in with those being deployed at the
global level calls for consideration. The recent «restructuring» of worldwide trade union
organisations that has given birth to the new International Trade Union Confederation70 is one of
the elements, among others, of this vast programme.




70   For further information, see the CSI site: http://www.ituc-csi.org/


                                                        45
BIBLIOGRAPHY AND SOURCES



1. REFERENCES MENTIONED IN THE WORKING DOCUMENT
References to the sites and institutional documents mentioned in the footnotes have not been
repeated.
An asterisk indicates the reference is available on Internet.


AGLIETTA M., REBÉRIOUX A., 2004, Dérives du capitalisme financier, Paris, Seuil.
* BÉTHOUX É., 2004, « Les comités d’entreprise européens en quête de légitimité », Travail et
emploi, n° 98, pp. 21-35.
* BÉTHOUX É., BROUTÉ R., DIDRY C., 2006, De l’Europe au territoire : information,
consultation et mobilisations des travailleurs dans les restructurations d’Alstom, Document de
travail « Règles, Institutions, Conventions », IDHE-Cachan, n° 06-02.
BRIHI R., 2004, « L’intervention des représentants des travailleurs en matière de merger control »,
Liaisons sociales Europe, numéro spécial « Les normes sociales communautaires ».
* CARLEY M., 2001, Bargaining at European Level? Joint Texts Negotiated by European Works
Councils, Luxembourg, Office des publications officielles des communautés européennes.
* CARLEY M., HALL M., 2006, European Works Councils and transnational restructuring,
Luxembourg, European Foundation for the Improvement of Living and Working Conditions
(Dublin), 84 p.
* CARLEY M., MARGINSON P., 2000, Comités d’entreprise européens. Une étude comparative
entre les accords signés à l’article 6 et à l’article 13, Luxembourg, Office des publications officielles
des communautés européennes.
* COMMISSION EUROPÉENNE, 2006, Développements récents du dialogue social sectoriel
européen, Luxembourg, Office des publications officielles des communautés européennes, 92 p.
DA COSTA I., REHFELDT U., 2006a, Syndicats et firmes américaines dans l’espace social
européen : des comités d’entreprise européens aux comités mondiaux ?, Rapport pour le
Commissariat Général du Plan, convention n° 08.2003.
* DA COSTA I., REHFELDT U., 2006b, « La négociation collective transnationale européenne chez
Ford et General Motors », Connaissance de l’emploi, n° 35, Centre d’Études de l’Emploi, 4 p.
DESCOLONGES M., SAINCY B. (dir.), 2006, Les nouveaux enjeux de la négociation sociale
internationale, Paris, La Découverte.
* DAUGAREILH I., 2005, « La négociation collective internationale », Travail et emploi, n° 104,
pp. 69-84.
DEGREMONT A., 2004, « Le contexte économique des restructurations en Europe : la
« restructuration permanente » », in Sachs-Durand C., La place des salariés dans les
restructurations en Europe communautaire, Strasbourg, Presses Universitaires de Strasbourg,
pp. 7-18.




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DIDRY C., 2001, « Le Comité d’Entreprise Européen devant la justice : mobilisation du droit et
travail juridique communautaire dans l’affaire Renault Vilvorde », Droit et Société, n° 49, pp. 911-
934.
DIDRY C., MIAS A., 2005, Le moment Delors. Les syndicats au cœur de l’Europe sociale,
Bruxelles, PIE Peter Lang.
* FAYOLLE J., 2006, « Responsabilité sociale des entreprises, restructurations, délocalisations »,
Document de travail n° 06-01, IRES.
* FONDATION EUROPÉENNE POUR L’AMÉLIORATION DES CONDITIONS DE VIE ET DE
TRAVAIL, 2006, Restructuring and employment in the EU: Concepts, measurement and evidence,
Luxembourg, Office for Official Publications of the European Communities, 72 p.
* HEGE A., DUFOUR C., 2007, « Restructurations chez Volkswagen : Wolfsburg d’abord ! »,
Chronique internationale de l’IRES, n° 104, pp. 11-21.
JOBERT A. (dir.), 2005, Les nouveaux cadres du dialogue social : l’espace européen et les
territoires, Rapport pour le Commissariat général du Plan, convention n° 10.2003.
KERCKHOFS P., 2003, Comités d’entreprise européens. Faits et chiffres, Bruxelles, Institut
Syndical Européen.
KLUGE N., 2006, « European companies (SEs) : 16 months after their introduction and more
interesting than many had predicted », Transfer, 12 (1), pp. 99-102.
LAULOM S., 2005, « Le cadre communautaire de la représentation des travailleurs dans
l’entreprise », in Laulom S. (dir.), Recomposition des systèmes de représentation des salariés en
Europe, Saint-Étienne, Presses Universitaires de Saint-Étienne, pp. 23-80.
MOREAU M.-A., 1997, « À propos de « l’affaire Renault » », Droit Social, n° 5, 1997, pp. 493-509.
MOREAU M.-A., 2006, « Comités d’entreprise européens et restructurations », Droit social, n° 3.
NORDESTGAARD M., KIRTON-DARLING J., 2004, « Corporate social responsibility within the
European sectoral social dialogue », Transfer, n° 3.
VASQUEZ F., 1998, « L’intervention des représentants du personnel dans les procédures externes à
l’entreprise en Europe », Droit social, n° 11, pp. 927-930.
* WADDINGTON J., 2007, « Douze ans après la directive, quelle efficacité réelle des comités
d’entreprise européens ? », Chronique internationale de l’IRES, n° 104, pp. 22-30.


 Liaisons sociales Europe : numéros consultés – du n° 118 (23 décembre 2004-5 janvier 2005) au
n° 168 (25 janvier-7 février 2007).




                                                47
2. FOR AN IN-DEPTH STUDY


* See the many documents listed under the heading «Bibliography and studies» of the
«Restructuring» pages on the site for DG Employment, Social Affairs and Equal Opportunities:
http://ec.europa.eu/employment_social/restructuring/facts_en.htm


* JOURNALS and PERIODICALS
(recent dossiers or special issues on restructuring, social dialogue social and labour law)
- Management international/International Management, 2007, issue comprising the papers
presented at the international seminar « Les restructurations d’entreprise : nouvelles logiques,
stratégies d’acteurs et modes d’intervention », organised by CRIMT and the IDHE, Montréal, 8-9
June 2006; forthcoming.
- Transfer, 2007, n° 2, Anticipating and managing change: trade union strategies in Europe, à
paraître.
- Travail et emploi, 2007, n° 109, janvier-mars : restructurations, perspectives internationales – cas
du Québec (M. Coutu), du Royaume-Uni (S. Deakin) et de la Suisse (J.-M. Bonvin).
- Droit social, 2006, n° 3 : avant-propos sur les restructurations socialement responsables (J.-E.
Ray) et articles sur la dimension européenne des restructurations et du dialogue social (F. Vasquez,
M.-A. Moreau, G. Bélier) ; sur l’article L.122-12 (A. Supiot, M. Henri) ; sur la loi du 18 janvier
2005 (P.-H. Antonmattei, A. de Ravaran) ; sur les fusions et les délocalisations (P. Raymond, C.
Radé) ; sur les accords de méthode et la GPEC (T. Grumbach, H.-J. Legrand) ; sur l’expertise (D.
Paucard, F. Bruggeman, P.-Y. Verkindt, A. Schweitzer, J.-J. Paris).
- La revue de l’IRES, 2005, n° 47, spécial « Restructurations, nouveaux enjeux » coordonné par M.
Raveyre et organisé autour de quatre thématiques : 1) « logiques de restructurations », 2) « vécu des
salariés », 3) « les limites de l’accompagnement social », 4) « en quête de nouveaux modes
d’intervention ».       [articles     to       be     downloaded         at :      http://www.ires-
fr.org/files/publications/revue/revueires.htm]
- Droit social, 2004, n° 3, mars : articles sur la France –redundancy économique (D. Balmary) ; rôle
de la négociation collective (F. Favennec-Héry, A. Mazeaud) ; rôle du comité d’entreprise (A.
Lyon-Caen)

* BOOKS
LAULOM S. (dir.), 2005, Recomposition des systèmes de représentation des salariés en Europe,
Saint-Étienne, Presses Universitaires de Saint-Étienne.
MOREAU M.-A., 2006, Normes sociales, droit du travail et mondialisation, Paris, Dalloz.
OUAISSI H., 2006, Les incidences des restructurations d’entreprise sur la situation collective des
salariés, Paris, LGDJ.
SACHS-DURAND C. (dir.), 2004, La place des salariés dans les restructurations en Europe
communautaire, Strasbourg, Presses Universitaires de Strasbourg.


* Of interest: the XIe Journées Internationales de Sociologie du Travail (JIST) will be held
in London on from 20th to 22nd June 2007 to discuss: « Restructurations, précarisations et
valeurs » [See the site: http://www.jist2007.org]


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