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Law on the involvement of employees in a European Company

Original Language Title: Gesetz über die Beteiligung der Arbeitnehmer in einer Europäischen Gesellschaft

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Law on the involvement of employees in a European Company (SE-Participation Act-SEBG)

Unofficial table of contents

SEBG

Date of completion: 22.12.2004

Full quote:

" SE-Beteiligungsgesetz vom 22. Dezember 2004 (BGBl. I p. 3675, 3686) "

Footnote

(+ + + Text proof: 29.12.2004 + + +) 

The G was decided by the Bundestag as Article 2 of the G v. 22.12.2004 I 3675.
It's gem. Article 9 of this Act entered into force on 29 December 2004.

(+ + + Official note from the norm-provider on EC law:
Implementation of the
ERL 86/2001 (CELEX Nr: 301L0086) + + +)

This Act is designed to implement Council Directive 2001 /86/EC of 8 June 2001 on the implementation of the Directive. October 2001 supplementing the Statute for a European Company with regard to the involvement of employees (OJ C 327, 28.11.2001 EC No 22). Unofficial table of contents

Content Summary

Part 1
General provisions
§ 1 Objective of the law
§ 2 Definitions
§ 3 Scope
Part 2
Special negotiating body
Chapter 1
Education and composition
§ 4 Information of the lines
§ 5 Composition of the special negotiating body
§ 6 Personal requirements of the members of the special negotiating body falling within the territory of the country
§ 7 Distribution of the seats of the special negotiating body falling within the territory of the country
Chapter 2
Electoral Body
§ 8 Composition of the electoral body; ballot box
§ 9 Convening of the electoral body
§ 10 Election of members of the special negotiating body
Chapter 3
Negotiation procedure
§ 11 Information on the members of the special negotiating body
§ 12 Meetings; Rules of Procedure
§ 13 Cooperation between special negotiating bodies and lines
§ 14 Experts and representatives of appropriate external organisations
§ 15 Decision-making in the special negotiating body
§ 16 Non-inclusion or termination of negotiations
§ 17 Niederschrift
§ 18 Resumption of negotiations
§ 19 Costs of the special negotiating body
§ 20 Duration of negotiations
Part 3
Participation of employees in the SE
Chapter 1
Participation of workers by agreement
Section 21 Content of the Agreement
Chapter 2
Participation of workers by law
Section 1
SE-Works council by law
Subsection 1
Education and management
Section 22 Prerequisite
Section 23 Establishment of the SE Works Council
§ 24 Meetings and Decisions
Section 25 Examination of the composition of the SE Works Council
Section 26 Decision to start renegotiation
Subsection 2
Tasks
§ 27 Responsibilities of the SE Works Council
§ 28 Annual information and consultation
§ 29 Information and consultation on exceptional circumstances
§ 30 Information provided by the SE Works Council
Subsection 3
Exemption and costs
Section 31 Training
Section 32 Experts
§ 33 Costs and expenses
Section 2
Co-determination by law
Section 34 Special requirements
§ 35 Scope of co-determination
§ 36 Seat Distribution and Order
Section 37 Convening and contending
§ 38 Legal status; Inner order
Section 3
Trend Protection
§ 39 Tenzunternehmen
Part 4
Principles of cooperation and safeguards
§ 40 Trust-based cooperation
Section 41 Secrecy; confidentiality
§ 42 Protection of workers ' representatives
Section 43 Prohibition of abuse
Section 44 Protection of education and activities
Part 5
Rules on penalties and fines; final provision
§ 45 Criminal provisions
Section 46 Fines
§ 47 Application of national law

Part 1
General provisions

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§ 1 Objective of the Act

(1) The Act regulates the participation of employees in a European Company (SE), which is the subject of Council Regulation (EC) No 2157/2001 of 8 June 2001. October 2001 on the Statute for a European Company (OJ C 327, 22.12. EC No L 294 p. 1). The aim of the law is to secure the acquired rights of employees (employees) in an SE for participation in company decisions. The development of the rights of participation of employees in the SE is crucial to the existing rights of participation in the companies which set up the SE. (2) In order to safeguard the right to cross-border information, consultation, Participation and other involvement of employees will be concluded with an agreement on the involvement of employees in the SE. 3. The provisions of this Act and the agreement to be concluded in accordance with paragraph 2 shall be interpreted in such a way as to ensure that the objectives of the legislation are to be met by the (4) The principles set out in paragraphs 1 to 3 shall also apply to structural changes to a newly established SE and to its effects on the affected persons concerned. Companies and their employees. Unofficial table of contents

§ 2 Definitions

(1) The concept of the worker shall be determined by the legislation and practice of the Member States concerned. Employees of a domestic company or establishment are independent workers and employees, including those employed for their vocational training and the executive employees referred to in Article 5 (3), second sentence, of the Works Constitution Act, irrespective of whether they are employed or not. of whether they are employed in the company, in the field service or by teleworking. Employees are also employed as employees who work for the company or the enterprise in the main business. (2) Societies involved are the companies which are directly involved in the creation of an SE. (3) Subsidiaries are legally independent undertakings to which a different company has a dominant influence within the meaning of Article 3 (2) to (7) of Council Directive 94 /45/EC of 22 September 1994 on the establishment of a European works council or the establishment of a procedure for informing and consulting the Workers in Community-scale undertakings and Community-scale groups of undertakings (OJ L 327, 22. EC No 64). Section 6 (2) to (4) of the European Works Councils Act of 28. October 1996 (BGBl. 1548, 2022). (4) Concerned subsidiaries or companies concerned are subsidiaries or establishments of a participating company which are to become subsidiaries or establishments of the SE. (5) the institution of the companies directly involved in the formation of the SE or of the SE itself, which carries out the business of the company and which is entitled to represent it. In the case of the participating companies, this is the management or administrative body, the SE is the managing body or the managing directors. (6) employee representation designates any representation of the employees under the operating constitutional law. (Works Council, General Works Council, Group Works Council or a representation formed in accordance with Section 3 (1) No. 1 to 3 of the Works Constitution Act). (7) SE Works Council shall designate the representative body of the employees of the SE, which shall be represented by an agreement according to § 21 or by force of law according to § § 22 to 33, in order to grant the rights for information and consultation of employees of the SE, its subsidiaries and establishments and, if agreed, rights of participation and other rights of participation in respect of the SE. (8) Participation of employees shall mean any Procedures-including information, consultation and participation-which allow employees ' representatives to influence decision-making in society. (9) Rights of participation are rights which are rights to workers and to their employees. Representatives in the field of information, consultation, co-determination and other participation. This may also include the exercise of these rights in the SE's Group companies. (10) Information is the disclosure of the SE Works Council or other employee representatives by the management of the SE on matters relating to the SE themselves, or one of their subsidiaries, or one of their establishments in another Member State, or which exceed the powers of the competent institutions at the level of the individual Member State. The date, form and content of the information shall be chosen in such a way that it is possible for workers ' representatives to carry out a thorough examination of expected effects and, where appropriate, to prepare a hearing with the management of the SE. (11) the establishment of a dialogue and an exchange of views between the SE Works Council or other employee representatives and the management of the SE or any other competent authority with its own decision-making powers. The date, form and content of the hearing must enable the SE Works Council, on the basis of the information provided, to give an opinion on the planned actions of the management of the SE within the framework of the decision-making process within the SE (12) Co-determination means the influence of workers on the affairs of a company
1.
the exercise of the right to elect or appoint a part of the members of the supervisory or administrative organ of the company; or
2.
the exercise of the right to recommend or reject the appointment of a part or all members of the supervisory or administrative body of the company.
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§ 3 Scope

(1) This Act shall apply to an SE having its registered office in Germany. Irrespective of the seat of the SE, it shall also apply to employees of the SE who are employed in the home country and to participating companies, concerned subsidiaries and concerned establishments located in the territory of Germany. (2) Member States within the meaning of this Act are the Member States of the European Union and the other States Parties to the Agreement on the European Economic Area.

Part 2
Special negotiating body

Chapter 1
Education and composition

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§ 4 Information of the lines

(1) The special negotiating body shall be formed on the basis of a written request from the lines. It is the task of the lines to conclude a written agreement on the participation of employees in the SE. (2) If the lines plan to set up an SE, they shall inform the employee representatives and the spokesperson's committees in the participating companies, the subsidiaries concerned and the companies concerned about the start-up project. If there is no employee representation, information is provided to the employees. The information shall be provided unsolicly and without delay following the disclosure of the draft terms of merger, the establishment plan for a holding company, the conversion plan or after the conclusion of the agreement of a plan for the creation of a (3) The information shall be extended in particular to:
1.
the identity and structure of the companies involved, subsidiaries and establishments concerned, and their distribution to the Member States;
2.
the employee representatives in these companies and establishments;
3.
the number of employees employed in each of these companies and establishments, and the total number of employees employed in a Member State;
4.
the number of workers who are responsible for participation rights in the institutions of these companies.
(4) The date of the information referred to in paragraph 2 shall be determined at the time when the number of employees is determined. Unofficial table of contents

Section 5 Composition of the special negotiating body

(1) For the employees of the participating companies, subsidiaries and establishments concerned in each Member State, members shall be elected or appointed for the special negotiating body. For each share of workers employed in a Member State, which represents 10% of the total number of employees employed in all the Member States of the participating companies and of the subsidiaries or persons concerned A member from that Member State shall be elected or appointed to the special negotiating body. (2) If the SE is established by merger, so many additional members shall be included in the special negotiating body. To select or order the negotiating body as required in order to: ensure that any participating company which is registered and employs workers in the Member State concerned and which, as a consequence of the planned registration of the SE, is to be erasable as its own legal personality, in the special case The negotiating body shall be represented by at least one member. This may not lead to a double representation of the workers concerned. (3) The number of additional members shall not exceed 20 per cent of the number of members resulting from paragraph 1. If, after that, not every company which is to be taken into account in accordance with paragraph 2 can be represented by an additional member of the special negotiating body, those companies shall be represented in descending order of the number of employed workers. It is necessary to ensure that a Member State does not receive several additional seats as long as not all other Member States from which the companies which are to be taken into account in accordance with paragraph 2 are derived have been granted a seat. (4) If, during the period of activity of the special negotiating body, such changes in the structure or number of employees of the participating companies, the subsidiaries concerned or of the undertakings concerned enter into force, the concrete measures shall be taken into account. If the composition of the special negotiating body were to change, the to reassemble the special negotiating body accordingly. Such amendments shall immediately inform the relevant negotiating body of the special negotiating body. Section 4 (2) to (4) shall apply accordingly. Unofficial table of contents

Section 6 Personal requirements of the members of the special negotiating body which are to be referred to the national territory

(1) The personal requirements of the members of the special negotiating body shall be governed by the respective provisions of the Member States in which they are elected or appointed. (2) To be members of the special negotiating body Employees of companies and companies as well as trade union representatives can be selected in Germany. Women and men are to be chosen according to their numerical value. A substitute member shall be elected for each member. (3) Each member shall be a member of a special negotiating body of more than two members from the territory of the country, each of whom shall be a representative of a trade union involved in the establishment of the SE. (4) At least every seventh member is a senior member of the special negotiating body of more than six members from the domestic territory. Unofficial table of contents

Section 7 Distribution of the seats of the special negotiating body falling within the territory of the country

(1) The election or appointment of the members of the special negotiating body in accordance with § 5 shall be carried out in accordance with the respective provisions of the Member States. (2) The choice of members of the special negotiating body to be paid to the home country should be selected. all the companies participating in the formation of the SE, whose head office is situated in the territory of the country concerned, which employ domestic workers, shall be represented by at least one member of the special negotiating body. (3) Members of the special negotiating body less than the number of members of the negotiating body In the case of the SE participating companies, which employ domestic workers, the number of employees shall be based on the number of employees in descending order. (4) Is the number of persons who are resident in the territory of the Member State concerned. Members of the special negotiating body higher than the number of companies established in the SE which employ domestic workers are the seats remaining after the distribution has been completed under paragraph 2. in accordance with the maximum number of d' Hondtschen to the participating companies (5) If no companies domiciled in the country are involved in the creation of the SE, but only companies of foreign companies are affected by it, paragraphs 2 to 4 shall apply accordingly.

Chapter 2
Electoral Body

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§ 8 Composition of the electoral body; primary election

(1) In accordance with this Act or by the law of another Member State, members of the employees of the companies involved in the formation of the SE, subsidiaries and establishments affected by the establishment of the SE are subject to the of the special negotiating body shall be elected by an electoral body in secret and direct election. In the case of section 6 (3), each third member shall be elected on the basis of a proposal from a trade union represented in a company involved in the formation of the SE. If only one election proposal is made, it must contain at least twice as many candidates as representatives of trade unions. Any election proposal of a union must be signed by a representative of the union. In the case of section 6 (4), each seventh member shall be elected on a proposal from the spokespersons ' committees; the third sentence shall apply accordingly. If there is no Spokesman's Committee in a participating undertaking or group of companies involved, the executive staff may make election proposals; an election proposal must be submitted by one-twentieth or 50 of the eligible senior executives. (2) If only one group of companies is involved in the establishment of the SE, the electoral body shall consist of the members of the Group Works Council or, if such a group does not exist, from the members of the Group Works Council. General works councils or, where such a company does not exist in a company, from the Members of the works council. Companies and companies within a group of companies are represented by the Group Works Council, the General Works Council or the Works Council. (3) If only one company is involved in the creation of an SE from the domestic market, the electoral body shall consist of: the members of the General Works Council, or, where such a member does not exist, from the members of the works council. Companies in a company without works council are represented by the General Works Council or Works Council. (4) If only one holding is affected by the creation of an SE from the domestic market, the electoral body shall consist of the members of the works council. (5) Are available The establishment of the SE involves one or more groups of undertakings or non-affiliated undertakings, or is affected by the establishment of undertakings independent of the company, the electoral body shall be composed of the respective employee representatives Group level, company level or operational level. Paragraphs 2 to 4 shall apply accordingly. If a corresponding employee representation does not exist in the cases of the first sentence, these members of the electoral body shall be elected by the employees in primary election. The election shall be initiated and implemented by an electoral board elected in a meeting of the employees to which the domestic group management, the management board or the management board invites. So many members of the electoral board are to choose how an existing employee representation in the cases of paragraphs 2 to 4 would have on legal members; for the electoral procedure, paragraph 7 sentences 3 to 5 shall apply. (6) The electoral body consists of a maximum of 40 members. If this maximum number were exceeded, the number of members in the electoral body should be reduced in proportion to their number in accordance with the d' Hondt maximum number procedure. (7) In the cases of paragraphs 2 to 5, there is no Employee representation, the employees shall elect the members of the special negotiating body in secret and direct election. The election shall be initiated and implemented by an electoral board elected in a meeting of the employees to which the domestic group management, the management board or the management board invites. The election of the members of the special negotiating body shall be based on the principles of proportional representation. It shall be carried out in accordance with the principles of majority voting if only one nomination is submitted. Each employee's nomination shall be signed by at least one twentieth of the eligible workers, but not more than three persons entitled to vote, but not more than 50 persons entitled to vote; in establishments with as a rule up to 20 persons entitled to vote shall be entitled to signature by two persons entitled to vote. Section 8 (1) sentences 2 to 6 shall apply accordingly. Unofficial table of contents

Section 9 convening of the electoral body

(1) On the basis of the information received from the lines, the Chairperson of the employee representation at the Group level or, if such does not exist, at the level of the company or, if such does not exist, at the operating level
1.
the place, day and time of the assembly of the electoral body;
2.
to determine the number of members of the respective employee representatives in accordance with section 8 (6);
3.
to the assembly of the electoral body.
(2) In the case of a number of employee representatives at one level, the obligations laid down in paragraph 1 shall be met by the chairperson of the employee representation representing the majority of the employees. Unofficial table of contents

Section 10 Election of the members of the special negotiating body

(1) At the election, at least two-thirds of the members of the electoral body representing at least two-thirds of the employees must be present. The members of the electoral board each have as many votes as they represent employees. The election shall be carried out by a simple majority of the votes cast. (2) In the electoral body, the employee representatives and the members elected in the primary election shall represent all employees of the organizational unit for which they are elected pursuant to Section 8 (2) to (5) of the are responsible. Employees who are not represented in accordance with the first sentence are attributed equally to the employee representatives within the respective group of companies. (3) If several members are represented in the electoral body, the employee representatives shall be replaced by the employees ' representatives. in accordance with the shares of the employees represented by the workers represented. This shall also apply to the members of the electoral board elected pursuant to section 8 (5) sentence 3.

Chapter 3
Negotiation procedure

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Section 11 Information on the members of the special negotiating body

(1) The election or appointment of the members of the special negotiating body shall take place within ten weeks of the information provided for in Article 4 (2) and (3). The names of the members of the special negotiating body, their addresses and their respective operational affiliation shall be communicated without delay to the lines. The lines have to inform the local operating and corporate management, the employee representatives and the spokespersons of the employees there, as well as the trade unions represented in domestic companies, about this information. (2) Negotiation procedures in accordance with § § 12 to 17 shall also take place if the time limit referred to in the first sentence of paragraph 1 is exceeded for reasons which the employees are responsible for representing. Members elected or appointed after the expiry of the period may participate at any time in the negotiated procedure. Unofficial table of contents

§ 12 Meetings; Rules of Procedure

(1) The lines invite immediately after the appointment of the members or in the case of § 11 after the expiry of the period referred to in § 11 (1) sentence 1 for the constitutive meeting of the special negotiating body and inform the local operations- and company lines. The special negotiating body shall elect from its centre a chairman and at least two alternates. There may be written rules of procedure. (2) The Chairman may convene further meetings. Unofficial table of contents

Section 13 Cooperation between special negotiating body and lines

(1) The special negotiating body shall conclude a written agreement with the lines on the participation of employees in the SE. In order to carry out this task, they shall cooperate with confidence. (2) The lines shall provide the special negotiating body with all necessary information in good time and shall make available the necessary documents. The special negotiating body shall be informed, in particular, of the start-up project and the progress of the proceedings until the registration of the SE. The timing, frequency and location of the negotiations shall be determined by mutual agreement between the lines and the special negotiating body. Unofficial table of contents

Section 14 Experts and representatives of appropriate external organisations

(1) The special negotiating body may, in the course of the negotiations, consult experts of its choice, including representatives of relevant trade union organisations at Community level, in order to take account of the work of the competent negotiating body in its work to be supported. These experts may, if the special negotiating body so wishes, participate in the negotiations in an advisory capacity. (2) The special negotiating body may decide on the representatives of appropriate external organisations. from the start of the negotiations. Unofficial table of contents

Section 15 Decision-making in the special negotiating body

(1) The members of the special negotiating body elected or appointed in a Member State shall represent all workers employed in the Member State concerned. As long as no members of the special negotiating body are elected or appointed from a Member State (Section 11 (2)), the workers concerned shall be deemed not to be represented. (2) The special negotiating body shall decide, subject to the provisions of Paragraph 3 and Article 16 (1), by the majority of its members, which must also include the majority of the employees represented. (3) If the negotiations had resulted in a reduction in the rights of co-determination, a decision to approve such an agreement would be a majority of two. Third of the members of the special negotiating body representing at least two-thirds of the workers in at least two Member States. This shall apply
1.
in the case of an SE which is to be established by merger, provided that the participation extends to at least 25 per cent of the total number of employees of the participating companies and of the subsidiaries concerned, or
2.
in the case of an SE which is to be established as a holding company or a subsidiary, provided that the participation is at least 50% of the total number of employees of the participating companies and of the parties concerned, Subsidiaries.
(4) A reduction in the rights of co-determination means that
1.
the proportion of employees ' representatives in the supervisory or administrative organ of the SE is less than the highest share of the participating companies, or
2.
the right to elect, appoint, recommend or reject members of the supervisory or administrative organ of the company, shall be removed or restricted.
(5) If an SE is established by conversion, a decision pursuant to paragraph 3 may not be taken. Unofficial table of contents

Section 16 Non-inclusion or termination of negotiations

(1) The special negotiating body may decide not to open negotiations or to cancel negotiations which have already been taken. A majority of two-thirds of the members representing at least two-thirds of the employees in at least two Member States shall be required for this decision. The rules on informing and consulting employees in the Member States in which the SE is employed shall apply. (2) A decision pursuant to paragraph 1 shall terminate the procedure for the conclusion of the agreement in accordance with § 21. If such a decision has been taken, the provisions of § § 22 to 33 of the SE Works Council are not applicable by law and § § 34 to 38 on co-determination by law. (3) If an SE is established by conversion, a The decision referred to in paragraph 1 shall not be taken if co-determination rights are granted to workers of the society to be converted. Unofficial table of contents

Section 17 Minutes

A copy to be signed by the chairman and another member of the special negotiating body shall include:
1.
a decision on the conclusion of an agreement pursuant to section 13 (1),
2.
a decision concerning the non-inclusion or cancellation of the negotiations pursuant to section 16 (1) and
3.
the majority of the majorities with which the decisions have been taken.
A copy of the transcript shall be sent to the lines. Unofficial table of contents

Section 18 resumption of negotiations

(1) At the earliest two years after the decision pursuant to Article 16 (1), a special negotiating body shall be renewed upon written application of at least 10 per cent of the employees of the SE, its subsidiaries and establishments or of their representatives. , with the proviso that the SE, its subsidiaries and establishments shall enter into the place of the participating companies, subsidiaries and affected establishments. The parties may agree to an earlier resumption of negotiations. (2) However, if the special negotiating body decides to resume negotiations with the management of the SE in accordance with paragraph 1, no agreement will be reached in those negotiations. § § 22 to 33 of the SE-Works Council is not applicable by law and § § 34 to 38 on co-determination by law no application. (3) If structural changes of the SE are planned, which are appropriate, employee rights of participation of the employees , on the initiative of the management of the SE or of the SE Works Council Negotiations on the rights of participation of the employees of the SE. Instead of the newly formed special negotiating body, the negotiations with the management of the SE may be jointly agreed by the SE Works Council, together with representatives of the employees affected by the planned structural change, which have so far been are not represented by the SE Works Council. If no agreement is reached in these negotiations, § § 22 to 33 of the SE Works Council shall apply by force of law and § § 34 to 38 of the Act of Codetermination. (4) In the cases referred to in paragraphs 1 and 3, the provisions of the Part 2 with the proviso that the line of the SE occurs at the point of the lines. Unofficial table of contents

Section 19 Costs of the special negotiating body

The necessary costs arising from the formation and activity of the special negotiating body shall be borne by the participating companies and, once they have been established, by the SE as a total debtor. In particular, rooms, factual means, interpreters and office staff shall be made available for meetings to the required extent, as well as the necessary travel and subsisting costs of the members of the special negotiating body. Unofficial table of contents

§ 20 Duration of the negotiations

(1) The negotiations shall begin with the establishment of the special negotiating body and may take up to six months. Establishment shall mean the date on which the lines have been invited to the constituent meeting of the special negotiating body. (2) The parties may, by common agreement, decide to negotiate beyond the period referred to in paragraph 1, until the end of the period referred to in paragraph 1. for a total of one year from the date of the establishment of the special negotiating body.

Part 3
Participation of employees in the SE

Chapter 1
Participation of workers by agreement

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Section 21 Content of the agreement

(1) In the written agreement between the lines and the special negotiating body, without prejudice to the autonomy of the parties, and subject to the provisions of paragraph 6, the following shall be determined:
1.
the scope of the agreement, including undertakings and establishments situated outside the territory of the Member States, where these are included in the scope of the agreement;
2.
the composition of the SE works council, the number of its members and the distribution of seats, including the effects of significant changes in the number of employees employed in the SE;
3.
the powers and procedures for informing and consulting the SE works council;
4.
the frequency of meetings of the SE works council;
5.
the financial and material resources to be made available to the SE Works Council;
6.
the date of entry into force of the agreement and its duration, and the cases in which the agreement is to be reneged and the procedure to be followed.
(2) If an SE works council is not formed, the parties shall determine the procedures for implementing the procedure or procedures for information and consultation. Paragraph 1 shall apply. (3) In the event that the parties make an agreement on co-determination, their content shall be determined. In particular, the following shall be agreed:
1.
the number of members of the supervisory or administrative body of the SE who can elect or appoint the employees or whose order they may recommend or refuse to appoint;
2.
the procedure according to which the employees may elect or appoint or recommend the appointment of these members, and
3.
the rights of those Members.
(4) The agreement is intended to establish that negotiations on the involvement of employees in the SE will also be opened before structural changes to the SE. The parties may regulate the procedure to be followed. (5) The agreement may stipulate that the provisions of § § 22 to 33 on the SE Works Council by law and § § 34 to 38 on co-determination by law wholly or in part (6) Without prejudice to the relationship between this Act and other provisions relating to employee participation in the undertaking, the agreement must, in the event of an SE established by conversion, be based on all the components of the worker participation is guaranteed at least to the same extent that exists in society; that is to be converted into an SE. This also applies in the case of a change of society from a dualistic to a monistic organizational structure and vice versa.

Chapter 2
Participation of workers by law

Section 1
SE-Works council by law

Subsection 1
Education and management

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§ 22 Requirement

(1) The provisions of § § 23 to 33 of the SE works council by law shall apply from the date of registration of the SE, if:
1.
the parties agree or
2.
until the end of the period specified in § 20, no agreement has been reached and the special negotiating body has not taken a decision in accordance with Section 16.
(2) Paragraph 1 shall apply accordingly in the case of section 18 (3). Unofficial table of contents

Section 23 Establishment of the SE Works Council

(1) An SE Works Council shall be established to ensure the right of information and consultation in the SE. This is made up of employees of the SE, its subsidiaries and establishments. § 5 (1), § 6 (1) and 2 (2) and (3), § § 7 to 10 and 11 (1) sentence 2 and 3 shall apply mutas to the establishment of the SE works council, with the proviso that the participating companies, the subsidiaries concerned, and the subsidiaries concerned shall be replaced by the provisions of the following Articles. -the SE, its subsidiaries and establishments. In the case of section 22 (1) (2), the end of the period specified in § 20 shall be decisive for the determination of the number of employed workers. The membership of the SE Works Council begins with the election or order. The duration of the membership of the members coming from the country shall be four years if it does not end prematurely by dismissiation or for other reasons. In accordance with § § 8 to 10, the SE, its subsidiaries and establishments shall be deemed to have been appointed to the position of the participating companies, subsidiaries and affected establishments. (2) The management the SE invites without delay after the appointment of the members to the constituent meeting of the SE Works Council. The SE Works Council shall elect a Chairperson and his deputy from among its members. (3) The Chairman or in the event of his prevention of the Deputy shall represent the SE Works Council within the framework of the decisions it has taken. In order to receive statements to be made to the SE Works Council, the Chairman shall be entitled, or in the event of his/her prevention, to the Deputy. (4) The SE Works Council shall form a Committee of three Members from its centre, which, in addition to the chairman, is composed of two other members to be elected. The Committee shall conduct the current operations of the SE Works Council (Managing Committee). Unofficial table of contents

Section 24 Meetings and Decisions

(1) The SE Works Council shall adopt its own written rules of procedure, which it shall act by a majority of its members. (2) Before meetings with the management of the SE, the SE Works Council or the Executive Committee shall be, where appropriate, in the in accordance with Section 29 (3) of the Extended Composition, entitled to meet in the absence of the representatives of the management of the SE. With the agreement of the management of the SE, the SE Works Council may carry out further meetings. The meetings of the SE Works Council are not public. (3) The SE Works Council is a quorum if at least half of its members are present. The decisions of the SE Works Council shall be taken by the majority of the members present, unless otherwise provided in this Act. Unofficial table of contents

Section 25 Examination of the composition of the SE Works Council

Every two years, from the date of the constituent meeting of the SE's works council, the management of the SE shall have to examine whether changes in the SE and its subsidiaries and establishments, in particular the number of employees in the individual cases, shall be considered. Member States. It shall inform the SE Works Council of the results. If a different composition of the SE Works Council is required thereafter, it shall arrange for the members of the SE Works Council to be re-elected or appointed in those Member States to the competent authorities in the respective Member States. With the new election or appointment, the membership of the former employee representatives from these Member States ends. Unofficial table of contents

Section 26 Decision to open renegotiations

(1) Four years after its establishment, the SE Works Council shall, by a majority of its members, take a decision on whether to negotiate an agreement pursuant to § 21 or to continue to apply the existing scheme. (2) Will the decision be taken , Articles 13 to 15, 17, 20 and 21 shall apply mutatily to the special negotiating body of the SE Works Council, in accordance with the provisions of Sections 13 to 15, 17, 20 and 21. If no agreement is reached, the current system will continue to apply.

Subsection 2
Tasks

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Section 27 responsibilities of the SE Works Council

The SE Works Council shall be responsible for matters relating to the SE itself, one of its subsidiaries or one of its establishments in another Member State, or to matters relating to the powers of the competent institutions at the level of the in individual Member States. Unofficial table of contents

Section 28 Annual Information and Consultation

(1) The management of the SE shall inform the SE Works Council at least once in the calendar year of a joint meeting on the development of the business situation and the prospects of the SE under timely submission of the necessary documents; and to listen to him. The necessary documents shall include in particular:
1.
the annual reports,
2.
the agenda for all meetings of the governing body and of the supervisory or administrative body;
3.
copies of all documents submitted to the Annual General Meeting of Shareholders.
(2) In particular, the development of the business situation and the prospects referred to in paragraph 1 shall include:
1.
the structure of the SE, as well as the economic and financial situation;
2.
the expected development of the business, production and sales situation;
3.
the employment situation and its probable development;
4.
investment (investment programmes);
5.
fundamental changes to the organisation;
6.
the introduction of new working and manufacturing processes;
7.
the transfer of undertakings, businesses or essential parts of the company, as well as the relocations of production;
8.
Mergers or divisions of undertakings or establishments;
9.
the restriction or decommissioning of undertakings, businesses or essential parts of businesses;
10.
Mass redundancies.
(3) The management of the SE shall inform the pipelines of the location and the day of the meeting. Unofficial table of contents

Section 29 Information and consultation on exceptional circumstances

(1) In exceptional circumstances, which have a significant impact on the interests of employees, the management of the SE shall inform the SE Works Council in good time on presentation of the necessary documents. Exceptional circumstances shall apply in particular:
1.
the transfer or relocation of undertakings, businesses or essential parts of the business;
2.
the decommissioning of undertakings, businesses or essential parts of operations;
3.
Mass redundancies.
(2) The SE Works Council shall have the right, upon request, to meet with the management of the SE or the representatives of another competent management level within the SE, with its own decision-making powers, in order to contribute to the exceptional (3) On the decision of the SE Works Council, the rights referred to in paragraph 2 shall be granted to the Executive Committee (Section 23 (4)). In the event of a meeting with the Executive Committee, the members of the SE Works Council representing the employees directly affected by these measures shall also have the right to participate. (4) If the management of the SE Decides not to act in accordance with the opinion delivered by the SE Works Council or the Executive Committee, the SE Works Council shall have the right to meet once again with the management of the SE in order to reach an agreement . Unofficial table of contents

§ 30 Information by the SE Works Council

The SE Works Council informs the employees ' representatives of the SE, its subsidiaries and companies about the content and results of the teaching and consultation procedures. If there are no employee representatives, the workers are to be informed.

Subsection 3
Exemption and costs

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§ 31 Training

The SE Works Council may appoint members to participate in training and educational events to the extent that this knowledge is required for the work of the SE Works Council. The SE Works Council shall communicate the participation and the timing in good time to the management of the SE. In determining the time situation, the operational needs must be taken into account. Unofficial table of contents

Section 32 Experts

The SE Works Council or the Executive Committee may be supported by experts of their choice, in so far as this is necessary for the proper performance of their tasks. Experts may also be representatives of trade unions. Unofficial table of contents

§ 33 Costs and expenses

The necessary costs arising from the formation and activity of the SE Works Council and of the Managing Committee shall be borne by the SE. In addition, § 19 sentence 2 shall apply accordingly.

Section 2
Co-determination by law

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Section 34 Special requirements

(1) The provisions relating to the participation of employees shall be subject to the conditions laid down in § 22, by virtue of the law pursuant to § § 35 to 38 of the Act of the Act of the European Union.
1.
in the case of an SE established by transformation, if provisions relating to the participation of employees in the supervisory or administrative body were applied in the company prior to the conversion;
2.
in the case of an SE established by merger, where:
a)
before the registration of the SE in one or more of the participating companies, one or more forms of co-determination have been passed and shall be based on at least 25 per cent of the total number of employees of all the participating companies and of the affected companies Subsidiaries, or
b)
before the registration of the SE in one or more of the participating companies, one or more forms of co-determination, and less than 25 per cent of the total number of employees of all the participating companies and concerned, Subsidiaries and the special negotiating body shall take a decision to this effect;
3.
in the case of an SE established by the establishment of a holding company or a subsidiary, if:
a)
before the registration of the SE in one or more of the participating companies, one or more forms of co-determination have been passed and at least 50 per cent of the total number of employees of all the participating companies and affected companies Subsidiaries, or
b)
before the registration of the SE in one or more of the participating companies, one or more forms of co-determination, and less than 50 per cent of the total number of employees of all the participating companies and affected companies, Subsidiaries and the special negotiating body has taken a decision on this.
(2) In the cases referred to in paragraph 1 (2) and (3) more than one form of co-determination within the meaning of Article 2 (12) in the various participating companies, the special negotiating body, which is introduced by them in the SE, shall decide on the . If the special negotiating body does not take such a decision and a domestic company whose employees are granted participation rights is involved in the establishment of the SE, participation in the co-determination in accordance with Article 2 (12) No. 1 shall be decisive. If no domestic company whose employees are granted participation rights is not involved, the form of participation in accordance with Article 2 (12) shall apply, which shall be based on the highest number of employees employed in the participating companies. (3) The special negotiating body shall inform the pipelines of the decisions taken pursuant to paragraph 1 (2) (b) and (3) (b) and (2) sentence 1. Unofficial table of contents

Section 35 Scope of co-determination

(1) The conditions of § 34 (1) (1) (founding of an SE by conversion) shall remain the rule for participation which has existed in the company prior to the conversion. (2) The conditions of § 34 (1) No. 2 (formation of an SE by merger) or § 34 (1) no. 3 (establishment of a holding company or subsidiary SE), the employees of the SE, its subsidiaries and establishments or their representative body shall have the right to form part of the members of the Select or order an SE's supervisory or administrative body or order it to recommend or reject. The number of such employee representatives in the supervisory or administrative organ of the SE shall be determined by the highest proportion of employee representatives who have existed in the institutions of the participating companies prior to the registration of the SE. Unofficial table of contents

§ 36 Distribution of seats and order

(1) The SE Works Council shall distribute the number of seats in the supervisory or administrative body to the Member States in which members are to be elected or ordered. The distribution shall be based on the respective share of the employees of the SE, its subsidiaries and establishments employed in each Member State. If, in the case of this pro-rata distribution, workers from one or more Member States cannot be established, the SE Works Council shall assign the last seat to be distributed to a Member State which has not been taken into account so far. This seat shall, where appropriate, be allocated to the Member State in which the SE will have its seat. This distribution procedure shall also apply where the employees of the SE are able to recommend or reject members of those institutions. (2) Where the Member States do not have their own rules on the occupation of the seats allocated to them, the SE works council determines the employees 'representatives in the supervisory or administrative organ of the SE. (3) The determination of the employees' representatives of the supervisory or administrative organ of the SE, which is to be paid to the home country, is determined by an electoral body which is responsible for the from the employees ' representatives of the SE, its subsidiaries and Holdings. § 6 (2) to (4), § 8 (1) sentence 2 to 5, (2) to (7) and § § 9 and 10 shall apply mutas to the electoral procedure, with the proviso that the SE, the subsidiaries concerned and the affected holdings concerned, shall be replaced by the SE, their subsidiaries and establishments. The result of the election is the management of the SE, the SE Works Council, the elected representatives, the spokesmen's committees and trade unions. (4) The employee representatives identified in accordance with paragraphs 2 and 3 will be appointed to the SE's Annual General Meeting for appointment proposed. The Annual General Meeting is bound by these proposals. Unofficial table of contents

§ 37 Abiding and Dispute

(1) A member or a substitute member of the national workers in the supervisory or administrative body may be dismissed before the end of the term of office. Eligible to apply
1.
the workers ' representatives who have formed the electoral body;
2.
in the case of the primary election, at least three persons entitled to vote;
3.
for a Member pursuant to Section 6 (3), only the trade union which the Member proposed;
4.
for a Member pursuant to Section 6 (4) only the Spokesman's Committee, which the Member has proposed.
In accordance with § § 8 to 10, § § 8 to 10 apply accordingly with the proviso that the SE, its subsidiaries and companies are to be replaced by the participating companies, subsidiaries and affected companies; by way of derogation from § 8 (5) and § 10 (1) sentence 3, the decision shall require a decision of a majority of three quarters of the votes cast. The employees ' representatives are to be dismissed by the SE's Annual General Meeting. (2) The election of a member or a substitute member of the employees of the country in the supervisory or administrative organ may be challenged if the election of a member or a substitute member of the national employee in the supervisory or administrative organ is subject to appeal provisions concerning the right to vote, the eligibility or the electoral procedure have been infringed and a correction has not been made, unless the result of the infringement has not been able to alter or influence the outcome of the election. Those referred to in the second sentence of paragraph 1, the SE Works Council and the management of the SE shall be entitled to challenge the dispute. The lawsuit must be filed within one month after the order for order of the general meeting. Unofficial table of contents

Section 38 Legal status; internal order

(1) The employees ' representatives in the supervisory or administrative organ of the SE shall have the same rights and obligations as the members representing the shareholders. (2) The number of members of the management body (Section 16 of the SE Implementation Act) or of the members of the Board of Directors. Managing Directors (§ 40 of the SE Execution Act) shall be at least two. One of them is responsible for work and social affairs. (3) In one of the participating companies, the Board of Supervisors consists of the same number of shareholder and employee representatives as well as one other member, as well as in the the supervisory or administrative body of the SE to elect a further member on a joint proposal by the shareholders and the employee representatives.

Section 3
Trend Protection

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§ 39 Tendence Companies

(1) On an SE which is directly and predominantly
1.
political, coali-political, confessional, charitable, educational, scientific or artistic regulations, or
2.
for the purposes of reporting or expression, to which Article 5 (1), second sentence, of the Basic Law is to be applied;
, Section 2 shall not apply. (2) Information and consultation shall be limited to the subject-matter of Section 28 (2) (5) to (10) and Article 29 and shall only be subject to the compensation or alleviation of the economic disadvantages which the employees are created as a result of changes in company or company operating conditions.

Part 4
Principles of cooperation and safeguards

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Section 40 Confidence in cooperation

The management of the SE and the SE Works Council or the employees ' representatives in the context of a procedure for information and consultation shall cooperate in a spirit of trust for the benefit of the employees and of the undertaking or group of undertakings. Unofficial table of contents

Section 41 Confidentiality; confidentiality

(1) The information requirements of the lines and the management of the SE in accordance with this Act shall be limited to the non-operational or commercial secrets of the companies involved in the formation, of the SE or of the companies involved in the formation of the SE, or of business secrets, in the light of the objective criteria. (2) The members and the replacement members of an SE Works Council shall be bound, irrespective of their place of residence, to trade or business secrets which they are bound to have on the grounds of their Membership of the SE Works Council became known and led by the management of the SE have been expressly designated as being in need of secrecy, not to be disclosed and not to be used. This shall also apply after the withdrawal from the SE works council. (3) The obligation to confidentiality of the SE's works council referred to in paragraph 2 shall not apply to the
1.
Members of the SE Works Council;
2.
employee representatives of the SE, its subsidiaries and establishments, if they are to be informed of the content of the information and the results of the hearing on the basis of an agreement pursuant to section 21 or section 30 of this Agreement;
3.
Employees ' representatives in the supervisory or administrative organ of the SE and
4.
Interpreters and experts to be used for assistance.
(4) The duty of confidentiality referred to in paragraph 2 shall apply by analogy to:
1.
the members and replacement members of the special negotiating body;
2.
the employees ' representatives of the SE, its subsidiaries and establishments;
3.
the workers ' representatives who participate in a procedure for information and consultation in any other way;
4.
the experts and interpreters.
(5) The exception to the obligation of confidentiality referred to in paragraph 3 (1) shall apply mutadentially to the group of persons referred to in paragraph 4 (1) to (3). The obligation to confidentiality shall also not apply to:
1.
the members of the special negotiating body vis-à-vis interpreters and experts;
2.
the representatives of the employees referred to in paragraph 4 (3), vis-à-vis workers ' representatives in the supervisory or administrative organ of the SE, interpreters and experts who are consulted in accordance with the provisions of the agreement and to Employees ' representatives of the SE, its subsidiaries and establishments, provided that they are to be informed in accordance with the agreement (§ 21) on the content of the sub-directions and on the results of the hearing.
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Section 42 Protection of workers ' representatives

In the performance of their duties, the
1.
members of the special negotiating body;
2.
Members of the SE Works Council;
3.
workers ' representatives who are otherwise involved in a procedure for information and consultation;
4.
Employee representatives in the supervisory or administrative body of the SE;
the employees of the SE, its subsidiaries or establishments or of one of the participating companies, subsidiaries or undertakings concerned are the same protection and guarantees as the employees ' representatives in accordance with the laws and practices of the Member State in which they are employed. This applies in particular to:
1.
the protection against dismissal,
2.
participation in the meetings of the respective bodies referred to in the first sentence; and
3.
the payment of pay.
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§ 43 prohibition of abuse

An SE must not be misused to withdraw or withhold equity rights for employees. Abuse shall be presumed if structural changes take place within one year after the establishment of the SE without carrying out a procedure in accordance with Section 18 (3), which will result in the employees being deprived of their rights of participation or being deprived of their rights. Unofficial table of contents

Section 44 Protection and activity protection

No one may
1.
the formation of the special negotiating body, the establishment of an SE works council or the establishment of a procedure for information and consultation pursuant to Article 21 (2) or the election, appointment, recommendation or rejection of the employees ' representatives in the hinder or interfere with the supervisory or administrative organ by adding or threatening handicaps or by granting or promising benefits;
2.
the activities of the special negotiating body, the SE works council or the employees 'representatives in accordance with section 21 (2) or the activities of employees' representatives in the supervisory or administrative organ impede or interfere with the activities of the employees ' representatives; or
3.
a member or a substitute member of the special negotiating body, the SE works council or a employee representative pursuant to section 21 (2) or a employee representative in the supervisory or administrative organ is subject to a disadvantage because of his/her work; or favour.

Part 5
Rules on penalties and fines; final provision

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Section 45 Criminal law

(1) With a custodial sentence of up to two years or a fine, he shall be punished.
1.
Contrary to Section 41 (2), also in connection with paragraph 4, an operating or business secret is used or
2.
Contrary to Section 43, sentence 1, an SE is abused in order to withdraw or withhold employees ' rights to participate.
(2) With a custodial sentence of up to one year or a fine shall be punished, who
1.
Contrary to Article 41 (2), also in connection with paragraph 4, an operating or business secret is disclosed,
2.
Contrary to Section 44 (1) or (2), an activity referred to there is hindered, influenced or disturbed,
3.
Contrary to Section 44 (3), a person named there is disadvantaged or favoured.
(3) Where the offender is in the cases referred to in paragraph 2 (1) against payment or in the intention to enrich himself or another or to harm another person, the penalty shall be punishable by imprisonment of up to two years or fine. (4) The act shall only be on request. In the cases referred to in paragraph 1 (2) and (2) (2) and (3), the special negotiating body, the SE Works Council, the majority of the employees ' representatives in the context of a procedure for information and consultation, each member of the supervisory board, shall be: or administrative body, a trade union represented in the enterprise, and the lines to be applied. Unofficial table of contents

Section 46 Penal rules

(1) The offence is unlawful.
1.
contrary to § 4 (2) or § 5 (4) sentence 2, in connection with § 18 (4), no information is provided, not correct, not complete or not in good time, or
2.
Contrary to § 28 (1) sentence 1 or § 29 (1) sentence 1, the SE works council is not informed, not right, not fully, not in the prescribed manner or not in due time.
(2) The administrative offence may be punishable by a fine of up to 20 000 Euro. Unofficial table of contents

Section 47 Application of national law

(1) This law shall not affect the rights of participation of workers in accordance with domestic legislation and regulations, except
1.
co-determination in the institutions of the SE;
2.
the Regulation of the European Works Councils Act, unless the special negotiating body has taken a decision in accordance with Section 16.
(2) Regulations and structures relating to the employees ' representatives of a participating company based in Germany, which shall be replaced by the establishment of the SE as an independent legal person, shall continue after the SE has been registered. The management of the SE shall ensure that these employee representatives can continue to perform their duties.