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In the Slovak Republic worker board-level participation covers both the state-owned and the private sector.
The main criterion is whether a supervisory board exists or not. This is the case for every state-owned company, regardless of size and activity. Only those that are engaged in activities in the public interest, and in whose company statutes this is laid down, have no supervisory board and consequently no worker representation at board level (for example, railways, post office).
The workers are entitled to elect half the members of the supervisory board in state-owned companies. The chairman cannot be an employee, however. The employees elect their representatives in a direct vote. If there is trade union representation at the company, it has the right to nominate one worker board member.
In state companies the supervisory board decides on profit distribution and settlement of losses; can recommend management dismissals; submits reports on the merger or division of the company; submits a financial report every six months or annually; approves the appointment of the auditor, credits, loans, transfer of company property and the allocation of company property to the general manager, “procurist” or other person authorised by the enterprise to use it or to deal with various matters.
In the private sector, a supervisory board is compulsory only in joint-stock companies with fixed assets of at least SKK 1 million (ca. EUR 25,000). If the company has more than 50 employees in full-time employment, one-third of the members of the supervisory board are elected by the employees. However, the company statute can lay down a higher number (max. 50%) to be elected by the employees and also decide to introduce worker board-level participation voluntarily where the threshold of 50 employees is not met.
In private companies the supervisory board audits the extraordinary and consolidated annual accounts and the planned profit distribution or settlement of losses and presents a report to the general assembly. It also designates a representative to act in tribunals and other organs in cases involving members of the board of directors. Supervisory board members are authorised to view all accounts and documents concerning the activities of the company, and oversee whether the accounts reflect the facts and whether company operations are conducted in accordance with the law, the company statute and the decisions of the general assembly. Moreover, the supervisory board approves the ordinary, extraordinary and consolidated financial reports.
In both state-owned and private companies, the right to present candidates for the election of the worker board members lies with the local trade union organisation but it is also possible to stand for election if one obtains the approval of a minimum of 10% of the employees. This new legislation came into force in 2000 and eliminated problems caused by the fact that existing legislation did not deal with the proposal of candidates. In many cases this had resulted in situations in which the management board, which organised the elections, also decided on the candidates. Only employees of the company can be elected to the supervisory board as worker representatives. Once appointed, they have the same rights and duties as the other board members, including the same remuneration, as laid down in the company statutes.
Slovakian industrial relations in the workplace have for a long time been conducted through a single channel, with the unions as the only organisation entitled to represent workers’ interests in enterprises. Since 2002, however, it has been possible to set up a works council in the absence of a trade union. One year later, the law was enhanced such that a works council could henceforth be set up whether or not there was a local trade union organisation, if requested by 10% of the workforce. The two bodies now have more or less the same status and share information and a few joint decision-making rights (where the consent of employee representatives is needed). However, only the trade union can conclude collective agreements with the company management. Collective bargaining in the Slovak Republic takes place at the sectoral and enterprise levels and covers a comparatively high number of employees.
Source: The European Company - Prospects for worker board-level participation in the enlarged EU (edited by Norbert Kluge and Michael Stollt). Brussels 2006.
The country reports on board-level participation in the new member states are available in several languages.
Documents
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(3) Transposition process
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Transposition of SCE Statute (March 2006)
A new Act has been prepared on the European Cooperative Society under the auspices of the Ministry of Justice and the Ministry of Labour, Social Affairs and Family of the Slovak Republic. By means of the SCE Act, the SR should implement the empowering provisions of Council Regulation (EC) No. 1435/2003 on the Statute for a European Cooperative Society and provisions of the Council Directive 2003/72/EC supplementing the Statute for a Cooperative Society with regard to the involvement of employees.
The Act is divided into 2 sections. Section 1 regulates the establishment of an SCE, its legal status and its management. Section 2 regulates employee involvement in the management of an SCE and deals with particular provisions of the Directive. It lays down the right of SCE employees to be involved in its affairs, if registered in the Slovak Republic
Download SEEurope country report (pdf) by Peter Ondruška, KOZ SR expert
Update (Nov. 2004)
by Peter Ondruška, KOZ SR expert
On 9 September 2004 the Slovak Parliament adopted Act No. 5621/2004 Coll. of Laws on the European Company, which came into force on 1 November 2004. This deals with transposition of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company and provisions of Council Directive 2001/86/EC supplementing the Statute for a European Company with regard to employee involvement.
Naturally, given the brief time since promulgation of the law, so far no SE has been established in the Slovak Republic. Furthermore, expert opinion holds that there will be little interest in the foreseeable future.
DOCUMENTS: (Link to EU Commission website, inofficial translations are available for some countries)
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State of the art: 26 July 2004
The Slovak Republic is committed to transposing the acquis communautaire as a whole, with some derogations, by the date of EU accession, 1 May 2004.
Under the auspices of the Ministry of Justice and the Ministry of Labour, Social Affairs and Family a new Act on the European Company (hereafter “SE”) was drafted, and on 13 May 2004 submitted for debate by the Council of Economic and Social Agreement (hereafter “CESA”). The Act was discussed and approved by the Slovak government on 26 May 2004, although it has not yet been discussed by the CESA.
According to the legislator, a significant impact on employment is not expected. A negative impact could derive from the transfer of an SE’s registered office to another member state, but it is anticipated that this would affect relatively few jobs.
By means of the Law on the SE, the Slovak Republic must transpose the parts of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) and of Council Directive 2001/86/EC supplementing the Statute for a European company with regard to employee involvement where the EU has left regulation up to the member state.
This Regulation became part of Slovak legislation from the moment the Slovak Republic became a full member of the EU (that is, from 1 May 2004), although it will enter into force from 8 October 2004, as in all other EU member states. The Directive must be transposed by the same date as the Regulation.
The Act on the SE, except for transposition of the Directive, represents a “supplementary” legal arrangement in relation to the Regulation. This means that the Act does not regulate those matters directly regulated by the Regulation, but rather solves either the issues which are expressly authorised for treatment by “national law” or ensures, by amending and supplementing national law, the coincidence of Slovak law with the different articles of the Regulation.
Under Slovak legislation, the legal framework regarding the legal status of a European company (SE) shall be applied with the following order of authority: - the provisions of the EU Regulation;
- the Statute for a European company (SE) as regards the issues left by the Regulation for regulation by the member state through the said Statute;
- provisions of the Law on the SE;
- provisions of company law applying to public limited liability companies on the issues not regulated in the previous three instruments;
- the company statutes on issues not regulated in any of the above.
Technically, it would be possible to integrate the European company directly into company law, in a section regulating companies formed under Slovak law. However, given the special character of the SE, its direct legislative antecedents in EU law and its specific issues concerning regulation of the status and management of SEs, the Slovak Republic proceeded to prepare a separate law.
The aim of the Slovak legislator is to introduce as few limitations and restrictions as possible concerning the formation of an SE and its operations on the territory of the Slovak Republic (with a view to both taxation and investment, as well as employment). The relevant law will therefore apply a regime of “minimalist” regulation.
The Act is divided into two sections:
(i) section one of the Act regulates the creation of an SE, its legal status and its management;
(ii) section two regulates employee involvement in an SE, dealing with particular provisions of the Directive on employee involvement.
In the territory of the Slovak Republic, a European company is considered a legal entity under company law. It should have a similar status to a Slovak company. In its main features a European company corresponds mostly to a classic public limited liability company formed under Slovak law. This means that those matters not regulated by the Regulation, referred to in company statutes or in this Act will be subsequently regulated by provisions of company law regulating the status and activities of a public limited liability company.
The second section of the Act regulates employee involvement in an SE and confers a right to such involvement. The right to information and consultation is applied to those matters exclusively concerning the SE as a whole, its subsidiaries or organisational components in the territory of another Member State or which exceed the powers of the decision-making organs in a single member state.
When defining the contents and exercise of the right of employees to participate in an SE priority is given to an agreement on the manner and scope of employee involvement in an SE.
In accordance with the Directive, the number and composition of members of a special negotiating body is regulated, as well as the duration of negotiations concerning employee involvement in an SE, the procedure governing the election or appointment of members in the employees’ representative body, and so on.
In addition, the Act regulates such important – particularly from the trade union point of view – issues as the following: - time off for members of the representative body to receive the training needed to carry out their duties with regard to wage issues;
- the opportunity to call on experts of its own choice when serious matters are to be discussed;
- obligation of the SE to ensure conditions for the adequate functioning of the representative body (financial, material, organisational);
- protection of employees’ representatives with the same scope as that provided for employees’ representatives by national legislation and/or practice in their country of employment.
The Act regulates employee involvement in detail, as follows:- The contents of the right to information, that is, what kind of information and how frequently the SE is obliged to provide it to the employees’ representative body. Also, it stipulates the obligation of the employees` representative body to inform the employees on the
outcome of consultations.
- Cases and conditions under which the management may refuse to provide information (for example, if the disclosure of such information would seriously harm the functioning of the SE). The designation of information as confidential is also regulated, including what the employee side can do if it disagrees with the management’s decision to maintain confidentiality.
- The contents of the right to consultation, including detailed regulation of procedures in situations in which an appropriate body of the SE decides to act contrary to the employees’ representative body or its select committee.
- The right of employees to influence the composition of company bodies.
The Trade Union Point of View- KOZ SR fully supports transposition of the Directive into Slovak law.
- KOZ SR regrets the fact that the draft law was not prepared in cooperation with the social partners and was not subject to amendment and discussion in the CESA.
- KOZ SR makes no comment on the contents of the Act.
- More positively, KOZ SR regards the Act as an instrument enabling deeper employee involvement.
- The Act backs up the provisions of the Labour Code which regulate the position and competencies of employees’ representatives, especially trade union organisations.
The Employers’ Point of View- Adoption of the Act is a necessity, particularly given the Slovak Republic’s EU membership;
- Although the Act principally transposes the text of the Directive, it was a mistake to prepare it without the involvement of the social partners on a tripartite basis.
- The employers make no comment on the contents of the Act.
by Peter Ondruška, KOZ SR expert
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(5) Other relevant information (Info-Box)
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