European Communities (European Public Limited-Liability Company) (Employee Involvement) Regulations 2006

• Jurisdiction: Ireland
• Citation: IR SI 623/2006
• Year: 2006

STATUTORY INSTRUMENTS.
S.I. No. 623 of 2006
EUROPEAN COMMUNITIES (EUROPEAN PUBLIC LIMITED-LIABILITY COMPANY) (EMPLOYEE INVOLVEMENT) REGULATIONS 2006
S.I. No. 623 of 2006
EUROPEAN COMMUNITIES (EUROPEAN PUBLIC LIMITED-LIABILITY COMPANY) (EMPLOYEE INVOLVEMENT) REGULATIONS 2006
I, Micheál Martin, Minister for Enterprise Trade and Employment, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972) and for the purpose of giving effect to Council Directive No. 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees1 , hereby make the following regulations:
PART 1
Preliminary and General
	Citation	1. These Regulations may be cited as the European Communities (European Public Limited-Liability Company) (Employee Involvement) Regulations 2006.
	Interpretation	2. (1) In these Regulations—
“appointed” means in the absence of an election, appointed by the employees and the basis on which that appointment is made may, if the employees so determine, be such as is agreed by them with the participating companies, their subsidiaries or establishments, or the SE as the case may be;
“concerned subsidiary or establishment” means a subsidiary or establishment of a participating company which is proposed to become a subsidiary or establishment of the SE upon its formation;
“Commission” means the Labour Relations Commission;
“Community” means—
(a) the European Community, and
(b) Norway, Iceland and Liechtenstein;
“consultation” means the establishment of dialogue and exchange of views between the representative body or the employees' representatives (or both) and the competent organ of the SE at a time, in a manner and with a content which allows the employees' representatives, on the basis of the information provided, to express an opinion on measures envisaged by the competent organ which may be taken into account in the decision making process within the SE;
“Court” means the Labour Court;
“Directive” means the Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees1 ;
“EC Regulation” means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European company (SE)2 ;
“employee” means a person who has entered into or works under a contract of employment and references, in relation to a participating company, its concerned subsidiary or establishment, or of an SE or its subsidiaries, to an employee shall be read as references to an employee employed by any of them;
“employees' representative” means a representative elected or appointed for the purposes of these Regulations;
“establishment” means in relation to a company, a division (however described) of the undertaking physically separated from other parts of the company;
“excepted body” has the meaning assigned to it by section 6 (3) of the Trade Union Act 1941 (No.22 of 1941), as amended;
“expert” means an individual, and may be the holder from time to time of a named office or position in a body corporate or other body or organisation;
“information” means the informing of the representative body or the employees' representatives (or both), by the competent organ of the SE on questions which concern the SE itself and any of its subsidiaries or establishments situated in another Member State or which exceed the powers of the decision-making organs in a single Member State at a time, in a manner and with a content which allows the employees' representatives to undertake an in-depth assessment of the possible impact and, where appropriate, prepare consultations with the competent organ of the SE;
“involvement of employees” means any mechanism including information, consultation and participation, through which employees' representatives may exercise an influence on decisions to be taken within the company;
“Member State” means a Member State of the Community;
“Minister” means the Minister for Enterprise, Trade and Employment;
“participation” means the influence of the representative body or the employees' representatives (or both) in the affairs of a company by the way of—
(a) the right to elect or appoint some of the members of the company's supervisory or administrative organ, or
(b) the right to recommend or oppose (or both) the appointment of some or all of the members of the company's supervisory or administrative organ;
“participating companies” means the companies directly participating in the establishing of an SE;
“representative body” means the body representative of the employees referred to in Regulation 13(1)(b) or Schedule 1, as the case may be, set up for the purpose of informing and consulting the employees of an SE and its subsidiaries and establishments situated in the Community and, where applicable, of exercising participation rights in relation to the SE;
“SE” means any company established in accordance with regulations made under section 3 of the European Communities Act 1972 (No.27 of 1972) for the purpose of giving full effect to the EC Regulation;
“special negotiating body” means the body established in accordance with Regulation 5 to negotiate with the competent body of the participating companies regarding the establishment of arrangements for the involvement of employees within the SE;
“Standard Rules” means the rules set out in Schedule 1;
“subsidiary”, in relation to a company, means an undertaking over which that company can exercise a dominant influence and section 5 of the Transnational Information and Consultation of Employees Act 1996 (No. 20 of 1996) shall apply for the purposes of determining whether that company can exercise such influence;
“trade union” means a trade union which holds a negotiation licence under Part II of the Trade Union Act 1941 (No.22 of 1941), as amended;
“wages” has the meaning assigned to it by the Payment of Wages Act 1991 (No. 25 of 1991);
(2) A word or expression used in these Regulations that is also used in the Directive has the same meaning in these Regulations as it has in the Directive.
PART 2
Negotiating Procedure
	Application and general objective	3. Arrangements for the involvement of employees in every SE that is registered in the State shall be established in accordance with these Regulations (including, as respects cases falling within Regulation 15, the provisions of Schedule 1).
	Requirement to begin negotiations with employees	4. (1) Where the competent organs of the participating companies draw up a plan for the establishment of an SE they shall take the necessary steps to start negotiations with the representatives of the companies' employees on arrangements for the involvement of employees in the SE.
(2) Those steps to start negotiations shall begin as soon as possible—
(a) in the case of an SE to be created by merger in accordance with Article 2 (1) of the EC Regulation — after the publication of the draft terms of the merger;
(b) in the case of an SE to be created by the creation of a holding company in accordance with Article 2 (2) of the EC Regulation — after the publication of the draft terms for the creation of the holding company;
(c) in the case of an SE to be created by the formation of a subsidiary in accordance with Article 2 (3) of the EC Regulation — after the agreement of a plan to form a subsidiary; and
(d) in the case of an SE to be created by transformation in accordance with Article 2 (4) of the EC Regulation — after the agreement of a plan to transform.
(3) Those steps to start negotiations shall include the provision of information about the identity of the participating companies, concerned subsidiaries and establishments, the number of employees in each identified according to the country in which they are located, and the number of such employees covered by a participation system.
(4) The information referred to in paragraph (3) shall be supplied to the employees' representatives in the participating companies, concerned subsidiaries and establishments, or where there are no such representatives, to the employees themselves.
	Creation of special negotiating body	5. (1) For the purposes of Regulation 4, a special negotiating body representative of the employees of the participating companies and concerned subsidiaries and establishments shall be established in accordance with the provisions of this Regulation.
(2) The competent organs of the participating companies, concerned subsidiaries and establishments shall make arrangements for the establishment of the special negotiating body in accordance with this Regulation.
(3) The membership of the special negotiating body shall be determined in accordance with this Regulation and the members shall be elected or appointed in accordance with—
(a) in the case of members to be elected or appointed to represent employees in the State, the procedure specified in Regulations 6 and 7, and
(b) in the case of members to be elected or appointed to represent employees in any other Member State, the procedures specified in laws or measures adopted by that state.
(4) Subject to paragraphs (5) to (7), seats on the special negotiating body shall be distributed in proportion to the number of workers employed by the participating companies and the concerned subsidiaries and establishments in each Member State by allocating in respect of a relevant Member State one seat per portion of employees employed in that Member State which equals 10%, or a fraction thereof, of the number of employees employed by the participating companies and the concerned subsidiaries or establishments in all relevant Member States taken together.
(5) In the case of an SE established by way of merger, there shall be such further additional members from each Member State as may be necessary in order to ensure...