Law on European Works Councils


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OFFICIAL TRANSLATION
 
Republic of Lithuania
Law on European Works Councils
 
19 February 2004 No IX-2031
Vilnius
 
 
CHAPTER ONE
GENERAL PROVISIONS
 
Article 1. Purpose of the Law
1. The purpose of this Law shall be to ensure the right to be heard, as well as the right to information and consultation of employees in a Community-scale undertaking or a Community-scale group of undertakings, unless these employees are members of the crew of merchant ships which are governed by the Law of the Republic of Lithuania on Merchant Shipping.
2. The provisions of this Law have been brought into line with the legal acts of the European Union listed in the Annex to this Law.
 
Article 2. Scope of the Law
1. This Law shall apply provided the registered office of a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings is situated in the Republic of Lithuania.
2. This Law shall also apply where a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings has its registered office outside the territory of a Member State, but the Community-scale undertaking has its establishment operating in the Republic of Lithuania or the Community-scale group of undertakings has its undertaking registered in the Republic of Lithuania, designated as the representative agent of the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings respectively for achieving the purpose specified in this Law. In the absence of such a representative agent in any Member State, this Law shall apply only where the establishment of the Community-scale undertaking operating in the Republic of Lithuania or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania employs the greatest number of employees calculated in accordance with the procedure laid down in this Law, as compared with the number of employees working in other establishments of the Community-scale undertaking or undertakings of the Community-scale group of undertakings located in other Member States.
3. This Law shall also be applicable in determining:
1) whether an undertaking governed by the law of the Republic of Lithuania is the controlling undertaking of a Community-scale group of undertakings;
2) the number of employees of the Community-scale undertaking or the Community-scale group of undertakings in the Republic of Lithuania;
3) the procedure for, and conditions of communicating information to employees’ representatives about the structure and employees of the Community-scale undertaking or the Community-scale group of undertakings;
4) conditions of the appointment (election) of the representatives of employees of the establishments of the Community-scale undertaking operating in the Republic of Lithuania, as well as the undertakings of the Community-scale group of undertakings having their registered office in the Republic of Lithuania to special negotiating committees and European Works Councils or equivalent employee representative bodies under a different name where these are set up in accordance with the law of other Member States;
5) guarantees and protection of rights of the members of the European Works Council or the special negotiating committee, provided these members are on the staff of the establishment of the Community-scale undertaking operating in the Republic of Lithuania or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania;
6) the right of the members of the special negotiating committee and the European Works Council to the reimbursement of travelling, health insurance, life assurance, accommodation and living expenses, when these members are on the staff of the establishment of the Community-scale undertaking operating in the Republic of Lithuania or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania.
 
Article 3. Definitions for the Purposes of this Law
1. Central management shall mean the management body of a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings. Where the registered office of a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings is situated outside the territory of a Member State, the head of the establishment of the Community-scale undertaking designated as its representative agent or the management body of the Community-scale group of undertakings designated as its representative agent or, in the absence of such a representative agent in any Member State, the head of the establishment operating in a Member State and employing the greatest number of employees or the management body of the undertaking of the Community-scale group of undertakings having its registered office in a Member State and employing the greatest number of employees shall be regarded as the central management.
2. Employees’ representatives shall mean the representatives of employees of a Community-scale undertaking or its establishments, as well as of undertakings from a Community-scale group of undertakings or their establishments; the representatives of employees of a Community-scale undertaking having its registered office in the Republic of Lithuania or its establishment operating in the Republic of Lithuania, as well as of an undertaking from a Community-scale group of undertakings having its registered office in the Republic of Lithuania, as provided for in Article 19 of the Labour Code of the Republic of Lithuania; the representatives of employees of a Community-scale undertaking or an undertaking from a Community-scale group of undertakings having their registered office in another Member State, as well as of establishments of these undertakings operating in another Member State, within the meaning of the legislation and/or practice in force in those Member States. The employees’ representatives shall also be the European Works Council, the committee of the European Works Council, the special negotiating committee, as well as other persons representing employees where a European Works Council is not set up, but a different employee information and consultation procedure is established.
3. Undertaking shall mean a legal person having the right to engage in economic and commercial activities.
4. Head of the establishment of the undertaking shall mean the person having the right to act on behalf of the undertaking according to founding documents.
5. Management body of the undertaking shall mean the person or persons having the right to act on behalf of the undertaking according to the law or founding documents.
6. Group of undertakings shall mean a group that consists of a controlling undertaking and its controlled undertakings as specified in this Law.
7. Information shall mean the transfer of information (data) to the European Works Council, the committee of the European Works Council and/or other employees' representatives for the purpose of introducing them to the substance of the matter.
8. Any other level of management shall mean the head of the establishment of the Community-scale undertaking or the management body of the controlled undertaking of the Community-scale group of undertakings.
9. Consultation shall mean the exchange of views and the establishment and development of dialogue between the European Works Council, the committee of the European Works Council and/or other employees' representatives and the central management or any other level of management.
10. Member State shall mean any Member State of the European Union, as well as any country belonging to the European Economic Area.
 
Article 4. Controlling Undertaking and Controlled Undertaking
1. An undertaking shall be deemed to be a controlling undertaking if it can exercise a dominant influence over another undertaking controlled by it.
2. A dominant influence shall mean the situation where the controlling undertaking implements or can implement its decisions relating to the activities of the controlled undertaking, the composition of that undertaking’s management bodies or decisions taken.
3. Without prejudice to proof to the contrary, an undertaking shall be presumed to exercise a dominant influence over another undertaking when, in relation to that undertaking, it directly or indirectly:
1) holds a majority of that undertaking’s subscribed capital, or
2) controls a majority of the votes attached to that undertaking’s issued share capital, or
3) can appoint more than half of the members of that undertaking’s management or supervisory body.
4. An undertaking shall be presumed to exercise a dominant influence over another undertaking directly if it participates in that undertaking and satisfies at least one of the conditions laid down in paragraph 3 of this Article. An undertaking shall be presumed to exercise a dominant influence over another undertaking indirectly if that controlled undertaking or any other persons, although acting in their own name, but on behalf of the controlling undertaking or that controlled undertaking, may exercise the rights established in subparagraphs 2 and 3 of paragraph 3 of this Article.
5. Where two or more undertakings from a Community-scale group of undertakings satisfy at least one of the conditions laid down in paragraph 3 of this Article, the undertaking which satisfies the condition laid down in subparagraph 3 of paragraph 3 shall be regarded as the controlling undertaking, without prejudice to proof to the contrary.
6. The exercise of the right to take decisions on the appointment of a liquidator of an undertaking in liquidation or an administrator of an undertaking in bankruptcy shall not be regarded as a dominant influence.
7. Undertakings that shall not be governed by the provisions of the Law of the Republic of Lithuania on Competition relating to concentration shall not be deemed to be controlling undertakings.
8. Legal acts applicable in determining whether an undertaking having its registered office outside the Republic of Lithuania is a controlling undertaking shall be the law of the Member State which governs that undertaking. Where the law governing that undertaking is not that of a Member State, the law applicable in determining whether that undertaking is a controlling undertaking shall be the law of the Member State within whose territory the representative agent designated by the undertaking or, in the absence of such a representative agent in any Member State, the central management of the group undertaking which employs the greatest number of employees is situated.
 
Article 5. Community-scale Undertaking
A Community-scale undertaking shall mean any undertaking with at least 1000 employees within the Member States and at least 150 employees in each of at least two Member States.
 
Article 6. Community-scale Group of Undertakings
A Community-scale group of undertakings shall mean a group of undertakings which satisfies the following requirements:
1) the total number of employees in group undertakings within the Member States is at least 1000;
2) the group consists of at least two undertakings in different Member States;
3) at least one group undertaking employs at least 150 employees in any Member State and one other group undertaking employs at least 150 employees in another Member State.
 
Article 7. Procedure for Calculating the Number of Employees
1. The number of employees of a Community-scale undertaking in the Republic of Lithuania shall be calculated by adding up the number of all persons in employment relationship with that undertaking and all establishments of that undertaking which operate in the Republic of Lithuania. The number of employees of a Community-scale group of undertakings in the Republic of Lithuania shall be calculated by adding up the number of all persons in employment relationship with the undertaking from a Community-scale group of undertakings having its registered office in the Republic of Lithuania, as well as its establishments and establishments of other group undertakings which operate in the Republic of Lithuania.
2. Where the registered office of a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings is situated outside the Republic of Lithuania, the number of employees of that Community-scale undertaking or that Community-scale group of undertakings in the Republic of Lithuania shall be calculated by adding up the number of all persons in employment relationship with establishments of that undertaking which operate in the Republic of Lithuania or undertakings of the Community-scale group of undertakings having their registered office in the Republic of Lithuania, as well as establishments of these undertakings which operate in the Republic of Lithuania. The same rule shall also apply in calculating the number of employees of the establishment of a Community-scale undertaking operating in the Republic of Lithuania.
3. The number of employees shall be calculated in accordance with the procedure laid down in paragraph 1 or 2 of this Article based on the average of this number for the last two years counting from the receipt of the application referred to in paragraph 2 of Article 14 of this Law or the request of employees' representatives referred to in Article 12 of this Law respectively. The number of employees shall be calculated irrespective of their length of service in that undertaking or establishment and regardless of whether an employee works full-time or part-time.
4. The number of employees in the Republic of Lithuania shall be calculated excluding employees who, on the day of calculation, are on parental leave until the child reaches three years of age, as well as employees fulfilling active national defence service and employees who were or are employed under temporary employment contracts.
5. The number of employees of a Community-scale undertaking, its establishment, as well as a Community-scale group of undertakings, its undertaking or establishment in another Member State shall be calculated in accordance with the legislation and/or practice in force in that Member State.
6. The total number of employees of the Community-scale undertaking or the Community-scale group of undertakings in Member States shall be derived by adding up the numbers of employees in the Republic of Lithuania and of employees in every other Member State.
 
 
CHAPTER TWO
Basic principles of the information and consultation of employees
 
Article 8. Grounds for the Information and Consultation of Employees
1. Employees' representatives must be kept informed and consulted in all establishments of the Community-scale undertaking operating in Member States, as well as in all undertakings of the Community-scale group of undertakings having their registered office within the territory of Member States, unless agreed upon a wider scope.
2. Employees' representatives must be kept informed and consulted on the matters which concern the Community-scale undertaking or the Community-scale group of undertakings, or establishments of the Community-scale undertaking operating in at least two Member States, or at least two undertakings of the Community-scale group of undertakings having their registered offices in different Member States.
3. Where the registered office of the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings is not situated in a Member State, employees' representatives must, pursuant to this Law, be kept informed and consulted on the matters which concern all establishments of the Community-scale undertaking operating in Member States or all undertakings of the Community-scale group of undertakings having their registered offices in Member States, or establishments of the Community-scale undertaking operating in at least two Member States, or at least two undertakings of the Community-scale group of undertakings having their registered offices in different Member States.
 
Article 9. Implementation of the Information and Consultation of Employees
1. For the purpose of informing and consulting employees in a Community-scale undertaking and a Community-scale group of undertakings, a European Works Council or another employee information and consultation procedure shall be set up in accordance with the procedure laid down in this Law.
2. The central management must create conditions and ensure measures necessary for setting up a European Works Council or creating another employee information and consultation procedure.
 
Article 10. Principles of Cooperation
1. Cooperation between the central management or any other level of management and employees' representatives, as regulated by this Law, shall be implemented in compliance with the principles of collaboration between the parties, equality of rights, goodwill, respect for legitimate mutual interests and other principles of social partnership.
2. The central management or any other level of management shall be prohibited from exercising an influence on the activities of employees' representatives.
 
Article 11. Right to Information
1. The central management or any other level of management must provide timely information to the European Works Council, the committee of the European Works Council, as well as the special negotiating committee, and shall be responsible for the correctness of such information.
2. Upon submitting a written obligation to the central management or any other level of management not to reveal any commercial/industrial or professional secret, members of the European Works Council or of the committee of the European Works Council, as well as members of the special negotiating committee shall have the right of access to information which constitutes a commercial/industrial or professional secret but is necessary for the performance of their duties.
3. Any member of the European Works Council or of the committee of the European Works Council, any member of the special negotiating committee, as well as any expert or interpreter involved in employee information and consultation procedures, wherever these persons are, shall be prohibited from revealing to the third persons any information which has been provided to them as a commercial/industrial or professional secret. This obligation shall continue to apply even after the expiry of the terms of office of employees' representatives.
4. The central management or any other level of management may refuse in writing to transmit any information which constitutes a commercial/industrial or professional secret, when the nature of this information is such that, according to objective criteria, it would seriously harm the functioning of the undertaking concerned or would be prejudicial to it.
5. Having received a written refusal, the European Works Council, the committee of the European Works Council or the special negotiating committee may, within one month, apply to the court. After the court’s ruling that the refusal to provide information is unjustified, the central management or any other level of management in question shall be obligated to provide such information within a reasonable period of time.
6. Access to State, official, professional secrets and liability for the disclosure or unlawful use thereof shall be regulated by special laws.
7. Where a European Works Council is not set up for the purpose of informing and consulting employees, but another information and consultation procedure is established, the right of employees' representatives to information shall be exercised in accordance with the provisions laid down in this Article.
 
Article 12. Provision of Information on Employees
1. The central management must, at the request of employees' representatives, not later than within 30 days, provide information about the structure of the Community-scale undertaking or the Community-scale group of undertakings, as well as the following numbers calculated in accordance with the procedure laid down in Article 7 of this Law:
1) the total number of employees of the Community-scale undertaking or the Community-scale group of undertakings in question in Member States;
2) the number of employees in every Member State in which an establishment of the Community-scale undertaking operates or an undertaking of the Community-scale group of undertakings has its registered office;
3) the number of employees in every establishment of the Community-scale undertaking operating in a Member State and/or in every undertaking of the Community-scale group of undertakings having its registered office in a Member State.
2. Where a Community-scale undertaking or the controlling undertaking of a Community-scale group of undertakings has its registered office outside the Republic of Lithuania, the head of the establishment of the Community-scale undertaking operating in the Republic of Lithuania or the management body of the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania must, within 60 days from the receipt of the request, provide the information referred to in paragraph 1 of this Article to the representatives of employees of that establishment or undertaking respectively.
3. Information shall be made available to employees' representatives free of charge and in writing. It shall be prohibited to refuse to provide information on the grounds that the structure or number of employees of the Community-scale undertaking or the Community-scale group of undertakings constitutes confidential information or that data on the number of employees in other Member States are not available.
4. Where the central management or any other level of management refuses to provide the information referred to in this Article or in the event of a dispute over the correctness of the information provided, employees' representatives may, within 30 days from the receipt of that information or the expiration of the period during which that information had to be provided, apply to the court. After the court’s ruling that the refusal to provide information is unjustified or incorrect information has been provided, the central management or any other level of management in question shall be obligated to provide correct information within a reasonable period of time.
 
Article 13. Protection of Rights and Guarantees of Employees' Representatives
1. Members of the European Works Council or of the committee of the European Works Council, as well as members of the special negotiating committee who are on the staff of the establishment of the Community-scale undertaking operating in the Republic of Lithuania or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania must be provided with conditions for attending meetings of the European Works Council or the committee of the European Works Council, the special negotiating committee, as well as joint meetings with the central management or any other level of management and negotiations with the central management, retaining their job and average wage.
2. Employment contracts with the employees referred to in paragraph 1 of this Article may not, during their membership in the European Works Council or the special negotiating committee, be terminated on the employer’s initiative without the consent of the employees' representative who appointed them. Where these persons were elected at a staff meeting or conference, the territorial department of the State Labour Inspectorate shall have the right of consent to their dismissal from work. In this case, Article 134 of the Labour Code of the Republic of Lithuania shall apply mutatis mutandis to the procedure of dismissal from work.
3. Employees involved in employee information and consultation procedures under a different arrangement for informing and consulting employees shall enjoy the protection of rights and guarantees as provided by that arrangement. In any case, they must be provided with conditions for participating in employee information and consultation procedures, while retaining their job and average wage.
4. Members of the European Works Council and the special negotiating committee, from the day of their appointment (election) to the office, as well as employees' representatives involved in employee information and consultation procedures under a different arrangement for informing and consulting employees in a Community-scale undertaking or a Community-scale group of undertakings shall enjoy the protection of rights and guarantees provided by the legislation and/or practice in force in the Member State of their employment.
 
 
CHAPTER THREE
Negotiations for the establishment of a European Works Council or another employee information and consultation procedure
 
Article 14. The Right to Initiate Negotiations
1. The right to initiate negotiations for the establishment of a European Works Council or another employee information and consultation procedure shall be enjoyed by:
1) the central management, or
2) at least 100 employees or their representatives in at least two establishments or undertakings in at least two different Member States.
2. The right of employees or their representatives to initiate negotiations shall be exercised by submitting the request signed by them to the central management for the establishment of a special negotiating committee.
3. The central management must, within 15 days, notify in writing all establishments of the Community-scale undertaking in Member States or undertakings of the Community-scale group of undertakings, as well as representatives of employees in the Community-scale undertaking or representatives of employees in the controlling undertaking of the Community-scale group of undertakings of its own initiative or the request referred to in paragraph 2 of this Article.
4. The head of the establishment of the Community-scale undertaking or the management body of the undertaking of the Community-scale group of undertakings must forthwith communicate the notification of the central management to representatives of employees of the establishment or the undertaking.
 
Article 15. Composition of the Special Negotiating Committee
1. A special negotiating committee must be set up for negotiations with the central management regarding the establishment of a European Works Council or another procedure for informing and consulting employee.
2. Members of the special negotiating committee shall include one employees' representative from each Member State in which an establishment of the Community-scale undertaking operates or an undertaking of the Community-scale group of undertakings has its registered office.
3. Supplementary members of the special negotiating committee shall be:
1) one employees' representative from the establishment of the Community-scale undertaking or from the undertaking of the Community-scale group of undertakings in which the number of employees accounts for at least one fourth of the total number of employees of the Community-scale undertaking or the Community-scale group of undertakings in Member States;
2) two employees' representatives from the establishment of the Community-scale undertaking or from the undertaking of the Community-scale group of undertakings in which the number of employees accounts for at least half of the total number of employees of the Community-scale undertaking or the Community-scale group of undertakings in Member States;
3) three employees' representatives from the establishment of the Community-scale undertaking or from the undertaking of the Community-scale group of undertakings in which the number of employees accounts for at least three fourths of the total number of employees of the Community-scale undertaking or the Community-scale group of undertakings in Member States.
 
Article 16. Establishment of the Special Negotiating Committee
1. Where the establishment of the Community-scale undertaking operates in the Republic of Lithuania or the registered office of the Community-scale undertaking or the undertaking of the Community-scale group of undertakings is situated in the Republic of Lithuania, a member of the special negotiating committee from the Republic of Lithuania shall be appointed by the representative of employees of that establishment or undertaking respectively. Where several establishments of the Community-scale undertaking operate or several undertakings of the Community-scale group of undertakings have their registered office in the Republic of Lithuania, a member of the special negotiating committee shall be appointed by common agreement of the representatives of employees of those establishments or undertakings. Supplementary members or new members of the special negotiating committee shall be appointed in accordance with the same procedure.
2. If the representatives of employees of the establishment of the Community-scale undertaking operating in the Republic of Lithuania, or the representatives of employees of the Community-scale undertaking or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania fail to agree on the appointment of a member (members) of the special negotiating committee within 30 days from the receipt of the notification referred to in paragraph 3 of Article 14 of this Law, a member (members) of the special negotiating committee shall be elected by secret ballot at a general staff meeting. It may be convened by any employees' representative. The same procedure shall also apply in the absence of employees' representatives in that establishment or undertaking. In this case, a general staff meeting must be convened by the head of the establishment or the management body of the undertaking.
3. Where several establishments of the Community-scale undertaking operate or several undertakings of the Community-scale group of undertakings are registered in the Republic of Lithuania, and the representatives of employees of these establishments or undertakings fail to reach common agreement on the appointment of a member (members) of the special negotiating committee from the Republic of Lithuania within 30 days from the receipt of the notification referred to in paragraph 3 of Article 14 of this Law, such a member (members) shall be elected by secret ballot at a joint conference of delegates of employees of establishments or undertakings, with every ten employees being represented by one delegate. Such a conference must be convened respectively by the head or the management body of the establishment or the undertaking employing the greatest number of employees calculated in accordance with the procedure laid down in this Law.
4. The provisions of paragraph 5 of Article 62 of the Labour Code of the Republic of Lithuania shall apply mutatis mutandis to the general staff meeting and the joint conference of delegates of employees of establishments or undertakings.
5. Members of the special negotiating committee from undertakings of the Community-scale group of undertakings operating in other Member States or establishments of the Community-scale undertaking having their registered office in other Member States shall be appointed or elected in accordance with the law and/or practice in force in those Member States.
6. Members of the special negotiating committee must be appointed or elected within 60 days from the receipt of the notification of the central management referred to in paragraph 3 of Article 14 of this Law.
7. The establishment of the special negotiating committee shall be coordinated by the central management. Any other level of management must provide technical assistance in organising a general staff meeting or a conference of delegates of employees.
 
Article 17. Notification about the Composition of the Special Negotiating Committee
1. The employees' representatives must forthwith notify in writing of the appointed members of the special negotiating committee the head of the establishment of the Community-scale undertaking or the management body of the undertaking of the Community-scale group of undertakings, which subsequently without delay must communicate to the central management the name, surname of the member of the special negotiating committee, the name of the establishment or undertaking in which he is employed and his position, as well as contact address. The same duty to notify of the member (members) of the special negotiating committee elected in accordance with the procedure laid down in this Law shall rest with the head of the establishment or the management body of the undertaking.
2. The appointment of a member of the special negotiating committee shall be notified by submitting an extract from the minutes of the meeting of the body which has appointed him or an extract from the minutes of the joint meeting of employees' representatives, while the election shall be notified by submitting copies of the minutes and the list of the participants of the meeting or the conference.
3. Upon the receipt of the documents referred to in paragraph 2 of this Article, the central management shall notify of the composition of the special negotiating committee the heads of all establishments of the Community-scale undertaking operating in Member States or the management bodies of all undertakings of the Community-scale group of undertakings having their registered offices in Member States. This notification must include the names, surnames of the members of the special negotiating committee, the names of the establishment or undertaking in which they are employed and their positions, as well as contact addresses.
4. The central management, as well as the heads of the establishments of the Community-scale undertaking and the management bodies of the undertakings of the Community-scale group of undertakings shall forthwith communicate the received information referred to in paragraph 3 of this Article to the employees' representatives in the undertaking or the establishment.
 
Article 18. Organisation of the Activities of the Special Negotiating Committee
1. The special negotiating committee may elect its chairman and secretary, as well as adopt its rules of procedure.
2. The special negotiating committee shall take its decisions, except for the exceptions set forth in this Law, by the majority of votes of all its members.
 
Article 19. Meetings of the Special Negotiating Committee
1. The first meeting of the special negotiating committee shall be convened by the central management.
2. The special negotiating committee shall be entitled to convene prior to opening negotiations with the central management and before every meeting of negotiations with the central management. Such a meeting of the special negotiating committee may not last longer than one day. Subject to the consent of the central management, the special negotiating committee may convene more frequently and/or for a longer period.
3. The central management must provide premises and work equipment for meetings of the special negotiating committee, as well as ensure interpretation and adequate organisation of meetings.
4. Meetings of the special negotiating committee shall be closed, unless decided otherwise.
5. Minutes shall be taken of meetings of the special negotiating committee. The minutes of a meeting shall be signed by the chair of the meeting and a person authorised by the committee.
 
Article 20. Expenses Related to the Establishment and Operation of the Special Negotiating Committee
1. Any expenses related to the establishment of the special negotiating committee and the participation of its members in meetings of the committee or negotiations with the central management shall be borne by the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings. These expenses shall also include the travelling, health insurance, life assurance, accommodation and living expenses of members of the special negotiating committee. The amount of, and the procedure for the reimbursement of such expenses shall be established by the Government.
2. If the special negotiating committee invites one or more experts, as provided for in paragraph 3 of Article 23 of this Law, and if the special negotiating committee and the central management fail to agree on a higher number of paid experts, the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings must cover the work-related expenses of one expert only.
3. If the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings does not cover the travelling, health insurance, life assurance, accommodation and living expenses of a member of the special negotiating committee within 30 days, these expenses must, within 30 days, be covered by that establishment of the Community-scale undertaking or that undertaking of the Community-scale group of undertakings with whom the member of the special negotiating committee requesting to reimburse for expenses is or was in employment relationship.
4. The provisions of paragraph 3 of this Article shall also apply in the cases when the registered office of the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings is not situated in the Republic of Lithuania, but an establishment of the Community-scale group of undertakings operates in the Republic of Lithuania or an undertaking of the Community-scale group of undertakings has its registered office in the Republic of Lithuania with whom the member of the special negotiating committee is or was in employment relationship. The establishment or the undertaking which has covered the travelling, health insurance, life assurance, accommodation and living expenses of the member of the special negotiating committee shall have recourse against the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings.
 
Article 21. Competence of the Special Negotiating Committee
1. The special negotiating committee shall be entitled to decide:
1) whether or not to open negotiations with the central management for the establishment of a European Works Council or another employee information and consultation procedure in the Community-scale undertaking or the Community-scale group of undertakings;
2) to terminate the negotiations already opened with the central management.
2. Decisions referred to in paragraph 1 of this Article shall be taken by at least two thirds of the votes of the members of the special negotiating committee. The central management must be immediately notified in writing of the decision taken.
3. When a decision not to open negotiations or to terminate them has been taken, new negotiations for the establishment of a European Works Council or another employee information and consultation procedure may be initiated not earlier than after two years, unless the special negotiating committee and the central management agree otherwise. In this case, a new special negotiating committee must be set up in accordance with the procedure laid down in this Law.
 
Article 22. Commencement of Negotiations
1. Upon the receipt of a notification of the special negotiating committee about its decision to open negotiations, the central management must, within 30 days, convene the first negotiation meeting between the special negotiating committee and the central management.
2. The members of the special negotiating committee and, respectively, the head or the management body of the establishments of the Community-scale undertaking or the undertakings of the Community-scale group of undertakings in which the members of the special negotiating committee are employed must be notified in writing of the convocation of the first negotiation meeting not later than 14 days prior to such a meeting.
3. A notification about a negotiation meeting must indicate the following:
1) the establishment or the undertaking in which the member (members) of the special negotiating committee invited to the negotiation meeting is (are) employed;
2) the name, surname and position of a member (members) of the special negotiating committee invited to the negotiation meeting;
3) the date, time and venue of the negotiation meeting;
4) the agenda of the negotiation meeting;
5) the time limits and procedure for covering the travelling, health insurance, life assurance, accommodation and living expenses of the member (members) of the special negotiating committee.
 
Article 23. Procedure of Negotiation Meetings
1. The central management and the special negotiating committee shall agree on the procedure for conducting negotiation meetings, the venue and time of negotiation meetings, the time limits and procedure for notifying about meetings, as well as the procedure for chairing meetings and providing secretarial services to them.
2. Minutes must be taken of negotiation meetings. The minutes of each negotiation meeting shall be signed by the chair of the meeting and a representative authorised by the other party to the negotiations.
3. The special negotiating committee may invite experts of its choice.
 
Article 24. Outcome of Negotiations
1. Negotiations shall be completed when the special negotiating committee and the central management reach an agreement on the establishment of a European Works Council or another employee information and consultation procedure in the Community-scale undertaking or the Community-scale group of undertakings.
2. The agreement on the establishment of a European Works Council must determine the following:
1) the establishments of the Community-scale undertaking or the undertakings of the Community-scale group of undertakings which are covered by the agreement;
2) the composition of the European Works Council, its term of office, the number of members and the allocation of seats in different Member States, as well as the rules governing changes in the composition of the European Works Council, the number of its members and the allocation of seats in different Member States in the event of considerable changes in the number of employees in Member States;
3) the functions of the European Works Council and the procedure for the information and consultation of the European Works Council;
4) the venue, frequency and duration of meetings of the European Works Council;
5) the financial and material resources allocated, and the services provided for the operation of the European Works Council;
6) the duration of the agreement and the procedure for its change.
3. The agreement on the establishment of a European Works Council may also regulate the commencement and expiry of membership in the European Works Council and other matters, as well as the conditions of, and procedure for the appointment and dismissal of its members.
4. The agreement on the establishment of another employee information and consultation procedure must determine the following:
1) the establishments of the Community-scale undertaking or the undertakings of the Community-scale group of undertakings which are covered by the agreement;
2) the procedure and time limits for communicating to employees' representatives the information having a significant effect on the interests of employees;
3) the procedure whereby employees' representatives shall exercise their right to meet to discuss the information conveyed to them;
4) the procedure for putting forward opinions and proposals by employees' representatives to the central management or any other level of management;
5) the financial and material resources allocated, and the services provided for implementing the employee information and consultation procedure;
6) the duration of the agreement and the procedure for its change.
5. Negotiations between the special negotiating committee and the central management may also result in an agreement that a European Works Council shall be established and operate under the provisions of Chapter Four of this Law, as well as that several European Works Councils shall be set up.
6. The agreement must be documented and signed by at least two persons authorised by the central management and two members authorised by the special negotiating committee.
 
 
CHAPTER FOUR
European Works Council (under the law)
 
Article 25. Grounds for the Establishment of a European Works Council
A European Works Council must be established in accordance with the procedure laid down in this Chapter where:
1) negotiations between the special negotiating committee and the central management result in an agreement that a European Works Council shall be established and operate under the provisions of this Chapter;
2) upon the receipt of the application referred to in paragraph 2 of Article 14 of this Law, the central management fails, within six months, to commence negotiations for the establishment of a European Works Council or another employee information and consultation procedure;
3) within three years from the receipt of the application referred to in paragraph 2 of Article 14 of this Law, the agreement referred to in Article 24 of this Law has not been reached.
 
Article 26. Establishment of a European Works Council
1. A European Works Council shall have a minimum of three and a maximum of 30 members.
2. A European Works Council must be set up within 60 days from the expiration of the time limit referred to in subparagraph 2 or 3 of Article 25 of this Law.
3. The provisions of Articles 15 and 16 of this Law shall apply mutatis mutandis to the composition and establishment of a European Works Council.
 
Article 27. Commencement and Expiry of Membership in the European Works Council
1. An employee of the establishment of the Community-scale undertaking operating in the Republic of Lithuania, or of the Community-scale undertaking or the undertaking of the Community-scale group of undertakings having its registered office in the Republic of Lithuania shall be a member of the European Works Council from the date of his appointment or election.
2. Membership in the European Works Council shall expire:
1) upon the death of the member;
2) upon the termination of employment relationship;
3) upon resignation as a member;
4) upon the expiration of the term of office of the European Works Council;
5) when the employees' representative (employees' representatives) who appointed the member recalls him.
3. Upon the expiry of the membership of the member of the European Works Council referred to in paragraph 1 of this Article, a new member must be appointed or elected within 30 days in accordance with the procedure laid down in this Law. He shall be appointed or elected only until the expiration of the term of office of the European Works Council.
4. The replacement of the member of the European Works Council appointed or elected in other Member States by another member until the expiration of the term of office of the European Works Council shall be governed by the legislation and/or practice in force in that Member State.
 
Article 28. Notification about the Composition of the European Works Council
1. The employees' representative (employees' representatives) having appointed a member (members) of the European Works Council shall notify in writing thereof the head of the establishment of the Community-scale undertaking or the management body of the undertaking of the Community-scale group of undertakings, which subsequently without delay shall communicate to the central management the name, surname of the member of the European Works Council, the name of the establishment or undertaking in which he is employed and his position, as well as contact address. The same duty to notify the central management of the elected member (members) of the European Works Council shall rest with the head of the establishment or the management body of the undertaking which had convened the general staff meeting or the joint conference of delegates of employees of establishments of the undertaking or of undertakings at which the member (members) was (were) elected.
2. The appointment of a member of the European Works Council must be notified by submitting an extract from the minutes of the meeting of the competent body of the employees' representative or an extract from the minutes of the joint meeting of employees' representatives, while the election shall be notified by submitting copies of the minutes and the list of the participants of the meeting or the conference.
3. Upon the receipt of the documents referred to in paragraph 2 of this Article, the central management shall notify in writing of the composition of the European Works Council the heads of all establishments of the Community-scale undertaking operating in Member States or the management bodies of all undertakings of the Community-scale group of undertakings having their registered offices in Member States. This notification must include the names, surnames of the members of the European Works Council, the names of the establishment or undertaking in which they are employed and their positions, as well as contact addresses.
4. The central management, as well as the heads of the establishments of the Community-scale undertaking and the management bodies of the undertakings of the Community-scale group of undertakings having received the notification referred to in paragraph 3 of this Article shall forthwith communicate the information contained in the notification to the employees' representatives in the undertaking or the establishment.
 
Article 29. Term of Office of the European Works Council
The term of office of the European Works Council shall be four years. The term of office shall commence on the date when the European Works Council convenes for the first meeting.
 
Article 30. Organisation of the Activities of the European Works Council
1. At its first meeting, the European Works Council shall elect, by the majority of votes of all its members, its chairman and deputy chairman, as well as adopt the rules of procedure of the European Works Council.
2. The chairman of the European Works Council (or when he is unable to carry out these duties – the deputy chairman) shall:
1) chair meetings of the European Works Council;
2) represent the European Works Council in its relations with the central management in accordance with the procedure laid down in the rules of procedure of the European Works Council;
3) organise the storage and management of documents of the European Works Council;
4) perform other functions assigned to him by the decision of the European Works Council, as well as those set out in the rules of procedure of the European Works Council.
3. If the European Works Council consists of more than eleven members, a committee of the European Works Council comprising three members may be elected, which shall be responsible for the fulfilment of the functions of the European Works Council during the period between meetings of the European Works Council. The members of the committee of the European Works Council must be from different Member States, and the chairman of the European Works Council shall be ex officio the chairman of the committee of the European Works Council.
4. The European Works Council shall take its decision by the majority of votes of all its members.
 
Article 31. Meetings of the European Works Council and the Committee of the European Works Council
1. The first and regular meetings of the European Works Council shall be convened by the central management.
2. A regular meeting of the European Works Council must be held every year before a joint meeting with the central management. The consideration of the report referred to in paragraph 1 of Article 34 of this Law shall be put on the agenda for a joint meeting.
3. In the cases specified in Article 35 of this Law, the committee of the European Works Council (in the absence of such a committee – the European Works Council) shall also have the right to convene for extraordinary meetings. Upon agreement on the venue and date of a meeting with the central management, the chairman of the European Works Council shall apply to the central management with a written request to convene such a meeting. The central management shall inform the members of the European Works Council or of the committee of the European Works Council, as well as, respectively, the head or the management body of the Community-scale undertaking, its establishment or undertaking of the Community-scale group of undertakings in which a member of the European Works Council or of the committee of the European Works Council is employed about the venue and time of a forthcoming meeting not later than 14 days prior to such a meeting.
4. A meeting of the European Works Council or the committee of the European Works Council may not last longer than one day. Subject to the consent of the central management, the European Works Council or the committee of the European Works Council may convene more frequently and/or for a longer period.
5. The central management must provide premises and work equipment for meetings of the European Works Council or the committee of the European Works Council, as well as ensure interpretation and adequate organisation of meetings.
6. Meetings of the European Works Council or the committee of the European Works Council shall be closed, unless decided otherwise.
7. Minutes shall be taken of meetings of the European Works Council or the committee of the European Works Council. The minutes of a meeting shall be signed by the chair of the meeting and a person authorised by the Council or the committee.
 
Article 32. Involvement of Experts
The European Works Council or the committee of the European Works Council may invite experts of its choice.
 
Article 33. Expenses Related to the Establishment and Operation of the European Works Council
1. The provisions of paragraphs 1, 3 and 4 of Article 20 of this Law shall apply mutatis mutandis to the reimbursement of any expenses related to the establishment of the European Works Council and the participation of the members of the European Works Council or of the committee of the European Works Council in meetings of the Council or the committee, as well as in joint meetings with the central management or meetings with any other level of management referred to in Article 35 of this Law.
2. If the European Works Council invites one or more experts and if the European Works Council and the central management fail to agree on a higher number of paid experts, the Community-scale undertaking or the controlling undertaking of the Community-scale group of undertakings must cover the work-related expenses of one expert only.
 
Article 34. Regular Information and Consultation
1. Following the end of a calendar year, the central management must, within three months, draw up and present to the European Works Council an annual report on the economic situation and prospects of the Community-scale undertaking or the Community-scale group of undertakings.
2. An annual report must contain at least the following information relating to the Community-scale undertaking or the Community-scale group of undertakings:
1) the structure;
2) the economic and financial situation;
3) the probable development of the business, including changes and prospects of the scale of sales, production and services;
4) the number of employees, also giving the analysis of causes for any changes in this number;
5) the situation and probable trend of employment;
6) ongoing and planned investment programmes;
7) substantial changes concerning organisation;
8) the introduction of new working methods and production processes;
9) intended relocations of the undertaking, production or business;
10) the termination, transformation, purchase or sale of undertakings, as well as the closure of establishments of undertakings or important parts thereof or the setting-up of new establishments;
11) collective redundancies and measures to be taken to mitigate the consequences of such redundancies.
3. The annual report shall be discussed at a joint meeting of the European Works Council and the central management. A meeting must be held not earlier than 30 days after the submission of the report to the European Works Council. Minutes must be taken of a joint meeting of the European Works Council and the central management. The minutes of a meeting shall be signed by persons authorised by the European Works Council and the central management.
4. The central management must, within 30 days, forward the annual report together with the minutes of the joint meeting of the European Works Council and the central management to any other level of management.
 
Article 35. Information and Consultation under Exceptional Circumstances
1. The committee of the European Works Council or, in the absence of such a committee, the European Works Council must be immediately notified in writing of the occurrence of exceptional circumstances. Circumstances shall be considered exceptional if they affect the interests of employees of a Community-scale undertaking, its establishment or an undertaking of the Community-scale group of undertakings to a considerable extent, particularly in the event of the relocation of the undertaking, production or business, the closure of the establishment or the undertaking or collective redundancies. The duty of notification shall rest with the central management or any other level of management having its own powers of decision regarding exceptional circumstances.
2. Upon the receipt of the notification referred to in paragraph 1 of this Article, the committee of the European Works Council or the European Works Council may apply to the central management or any other level of management with a request to immediately convene a joint meeting of the committee of the European Works Council (European Works Council) and the central management or any other level of management. During such a meeting consultations must be held on measures for defending the interests of employees or mitigating negative social and economic consequences for employees.
3. If the committee of the European Works Council is involved in information and consultation procedures, the central management or any other level of management must also invite to the meeting referred to in paragraph 2 of this Article the members of the European Works Council who have been appointed or elected by the employees or the representatives of the employees of those establishments of the Community-scale undertaking or those undertakings of the Community-scale group of undertakings which are directly concerned with the circumstances in question.
4. The committee of the European Works Council must forthwith inform all the members of the European Works Council about the matters considered and decisions taken at the joint meeting of the central management or any other level of management and the committee of the European Works Council, while they subsequently must inform the representatives of the employees of the establishment of the Community-scale undertaking or the undertaking of the Community-scale group of undertakings. The same rule shall apply when the European Works Council was involved in information and consultation procedures.
 
Article 36. Information of Employees' Representatives
1. The European Works Council and the committee of the European Works Council must, at least once a year, inform the representatives of employees or, in the absence of representatives, the employees of the establishments of the Community-scale undertaking or the undertakings of the Community-scale group of undertakings about their activities and the outcome of the information and consultation procedure.
2. The European Works Council may obligate its member to submit the information referred to in paragraph 1 of this Article to the representatives of the employees of the establishment of a certain Community-scale undertaking or the undertaking of a certain Community-scale group of undertakings or directly to the employees in a Member State.
 
Article 37. Cessation of the Activities of the European Works Council
1. The European Works Council shall perform its functions until the expiration of the term of office, except for the exceptions set forth in this Article.
2. Not later than 6 months before the expiration of the term of office of the European Works Council, the European Works Council may, by the majority of votes of its members, decide to open negotiations with the central management during which an agreement provided for in Article 24 of this Law may be reached. In this case, the European Works Council shall acquire all rights and obligations of the special negotiating committee, and its term of office shall be extended for the period of negotiations with the central management.
3. If the central management fails, within 6 months from the receipt of the notification of the decision of the European Works Council referred to in paragraph 2 of this Article, to commence negotiations or to reach agreement within three years from the receipt of this notification, a new European Works Council must be set up in accordance with the procedure laid down in this Chapter.
 
 
CHAPTER FIVE
FINAL PROVISIONS
 
Article 38. Liability for Violations of this Law
Persons who have violated this Law shall be held liable in accordance with the procedure laid down by laws of the Republic of Lithuania.
 
Article 39. Entry into Force of the Law
This Law, except for Article 40, shall enter into force upon the accession of the Republic of Lithuania to the European Union.
 
Article 40. Proposals to the Government
The Government shall, by 1 May 2004:
1) draw up and submit to the Seimas a draft Law Amending the Code of Administrative Offences of the Republic of Lithuania providing for administrative liability for violations of the provisions of the Law on European Works Councils;
2) draft legal acts governing the attribution of expenses related to the establishment and operation of the European Works Council, the special negotiating committee, as well as expenses incurred in carrying out employee information and consultation procedures under a different employee information and consultation arrangement to costs;
3) establish allowable amounts of, and the procedure for the reimbursement of the travelling, health insurance, life assurance, accommodation and living expenses of members of the European Works Council and of the special negotiating committee.
 
I promulgate this Law passed by the Seimas of the Republic of Lithuania.
 
 
PRESIDENT OF THE REPUBLIC                                              ROLANDAS PAKSAS
 
Annex to Republic of Lithuania Law No IX-2031 of 19 February 2004
 
 
EU legal acts implemented by the Law on European Works Councils
 
 
1. 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.
2. Council Directive 97/74/EC of 15 December 1997 extending, to the United Kingdom of Great Britain and Northern Ireland, Directive 94/45/EC 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.