JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following Law:

EXPLANATORY STATEMENT

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improvement of the instruments for the participation of workers in the enterprise has been one of the fundamental aspirations of the institutions of the European Community in the field of education for more than two decades. social policy. For this reason, when on 22 September 1994, the Council of Ministers of the European Union adopted Directive 94 /45/EC on the establishment of a European Works Council or a procedure for informing and consulting employees in the field of companies and groups of companies with a community dimension, was closing a chapter of the becoming of the social Europe with a norm of extraordinary importance.

On the way there were various Community initiatives aimed at facilitating the participation of workers in European enterprises, among which the appointment of the draft 5. Directive on the structure of the public limited liability companies and the powers and obligations of their bodies, the first formulation of which dates back to 1972, as well as of the draft Directive on the procedures for informing and consulting workers in 1980, commonly known as the name of its inspiration as a Vredeling Directive. Similarly, in recent years there have been two major changes to the Treaty originating in the European Economic Community, through the Single European Act and the Treaty on European Union, the latter where it has become apparent, in the field of In the case of social policy, the will of the Member States at the time to go deeper into the path laid down in the 1989 Community Charter of Fundamental Social Rights of Workers. In accordance with that will, the Member States signed, with the exception of the United Kingdom, an Agreement on Social Policy, annexed to Protocol No 14 of the same Title annexed to the Treaty on European Union.

In point 17 of the Community Charter, it is stated that "information, consultation and participation of workers must be developed in accordance with appropriate mechanisms and taking into account the practices in force in the different Member States". Member States "and that" this is particularly applicable in those undertakings or groups of undertakings which have establishments located in several Member States ". Article 1 of the Agreement on Social Policy states that, inter alia, the Community and the Member States have the objective of social dialogue, whereas Article 2 of the Agreement provides for the attainment of this objective by the The Community shall support and supplement the action of the Member States in the field of information and consultation of workers, for which the Council may adopt, by means of Directives, the minimum requirements to be applied. progressively.

With the legal basis of this Article 2 of the Agreement on Social Policy, Directive 94 /45/EC constitutes the first manifestation in Community social law of the said Agreement annexed to Protocol No 14 of the Treaty of Maastricht.

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The European Works Council Directive is a social response to the single internal market, a legal reality achieved on 1 January 1993 and facilitated by the Single European Act of 1986. The internal market, the single market, has and will lead to a complex and growing process of mergers of companies, cross-border mergers, takeovers, partnerships, joint ventures, temporary unions, etc., which it has provoked, among others. effects, a transnationalisation of companies and groups of companies. However, the Community legislature has been aware that the procedures for informing and consulting employees provided for in national laws and practices do not adapt to this transnational structure of companies. It has therefore sought to ensure that the economic activities in the internal market are developed in a harmonious way, for which it is undoubtedly necessary for companies and groups with work centres in several Member States to report and consult the representatives of the workers affected by their decisions.

In a context of economic change, where the government of companies requires a more flexible approach at the same time as participatory, the Directive tries to overcome the inadequacies of the traditional mechanisms of participation of the workers at national level, mechanisms which, precisely because of their exclusively national scope, are inadequate to deal with decision-making processes at the central level of companies or groups, with implications and consequences for the (a) the Community's employees as a whole. The aim of the Directive, which is to improve the rights of workers ' information and consultation in Community-scale undertakings and groups of undertakings, addresses a flexible and pragmatic approach to information and consultation of workers in the Community. European level, as a minimum requirement for decisions to be taken and implemented in an acceptable social context. To this end, account has been taken of the experiences and practices that have been developed in recent years, spontaneously and on a voluntary basis, in various European business groups, as well as the views expressed by the European European social partners in the process of dialogue that preceded the adoption of the Directive.

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This Law transpose Directive 94 /45/EC into Spanish law. Given the peculiarity of the system of sources of labour law, it should be justified why it has been chosen to draw up a rule of law rather than to entrust the transposition to a conventional initiative. It has been said, and it is true, that Directive 94 /45/EC is a clear example of the principle of subsidiarity in its double, vertical and horizontal dimension. Something that can be preached also from this Law of transposition.

On the one hand, the Directive is a manifestation of the principle of subsidiarity in its most common form, the vertical one, because it does not apply to companies with a national dimension, but only to companies or groups of companies. The Community dimension, that is, to undertakings or groups with at least 1,000 workers in the Community as a whole and established in at least two Member States, with at least 150 employees in each of them. In addition, the Directive states that it applies without prejudice to the provisions adopted under Directives 77 /187/EEC and 75 /129/EEC (in our law, Articles 44 and 51 of the Staff Regulations, in essence) and that the Directive it will not affect the rights of information and consultation of existing workers in their national legislation (rights which are present in Spain, mainly in the Workers ' Statute, throughout their articles). All these provisions are reproduced practically literally in the text of the Law.

The Directive also allows the application of the principle of subsidiarity in its horizontal dimension. It provides that Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with the Directive or shall ensure that the social partners adopt the necessary provisions by way of agreement. That is, the Directive makes it possible for employers ' and trade unions to be able, by collective agreement, to transpose the Directive into national law. Furthermore, the Directive gives priority to agreements to which the parties may arrive in order to set up a European Works Council or to establish a procedure for information and consultation, so that only a committee is to be set up in accordance with the Subsidiary requirements set out in the Annex to certain assumptions and exhausted the possibilities for agreement. Such privileges are, to a certain extent, also recognised as pre-existing agreements with the entry into force of national transposition laws.

By applying the Community concept to Spanish law, it would have been possible for the organisations to carry out an inter-branch agreement on specific subjects provided for in Article 83.3 of the Staff Regulations. I would like to thank Mr President-in-law for his report, and I would like to thank the President-in-Council for his work on this report. The conventional transposition of Community directives, although desirable, has never so far occurred in our law, perhaps because of the lack of habit of our social partners. Of course, it should not be ruled out, and it would be highly advisable for the future.

However, if the transposition takes place through a rule of law, state, if you will, it does not mean that horizontal subsidiarity has been applied. Rather, on the contrary. The opinion of the social partners has been very present during the drafting of the draft Law, in particular the "formalised" opinion of the Economic and Social Council, an organ where trade unions and organisations Business are protagonists. But, moreover, the Law fully respects the game of the will of the parties, of collective autonomy: it is enough to read its Title I, mainly although not only its article 12, as well as its additional provision first to confirm the adjustment of this assessment. The achievement of the agreement between the parties for the establishment of the European Works Council or the establishment of an alternative information and consultation procedure is a basic principle of the rule. And this is in line with the constitutional configuration of our system of industrial relations, which elevates business organizations and unions to the category of institutional bases of the system (Article 7 of the Constitution) and recognizes the binding force of collective agreements (Article 37).

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The text of the Law seeks, as is customary in any transposition of a Community Directive, to achieve the objectives intended with its approval, while its correct integration into the Spanish system of industrial relations. To this end, the literal transposition of certain aspects of the Directive together with the emergence of institutions of Spanish labour law are united in its articles.

Directive 94 /45/EC is a complex text of application, given that the achievement of the objective of creating a transnational information and consultation instrument for workers requires joint and coordinated action. of as many national transposition rules as countries to which the company or group of companies concerned is extended. The Member States must, in the most uniform way, regulate the principles which constitute the basic body of the Directive and which must apply to the application of the Directive in relation to undertakings and groups of undertakings. undertakings whose central management is situated within their territory; and, together with this, the Directive refers certain instrumental aspects to the own rules of each of the laws of the Member States in which they are situated. the work centres of the undertaking or group, whichever is the place in which they address their address; I would like to make a point of this. In order to facilitate their understanding, this duality of norms has been intended to reflect in the structure of the Law, through its Titles I and II, which are initiated in each case with an article aimed at specifying its scope.

But, at the same time, the Directive does not restrict itself to declaring workers ' rights to the provision of the information and consultation instruments that are envisaged, but focuses on regulating, on occasion In addition, the Commission has been able to draw up a report on the implementation of the programme for the European Community in the field of the environment and the environment, and on the development of the European Community's internal market. effective such right.

Therefore, the Law seeks to combine aspects of the literal transposition of the Directive, in particular in its preliminary title and in its Title I, with others in which it opens up to the reception of its own institutions, They are rooted in our law and are present throughout their articles. See in this regard Article 14 on supplementary rules for the validity, extension, withdrawal and renegotiation of the agreement, the articles in which the general effectiveness of the agreements to which the parties have been able to arrive is recognised, Title II, where the dual system of representation of workers can be recognised, and all Title III on the protection of the rights of information and consultation of workers in undertakings and groups of undertakings with a Community dimension. The wording of these provisions is a debtor of that of the Workers ' Statute, the Labour Procedure Law and the Law of Infractions and Sanctions in the Social Order.

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The Law is structured in four Titles, a Preliminary Title and three other Titles, of which I and III are also divided into chapters.

The preliminary title is horizontal in nature, in the sense that it applies to the rest of the article, and sets the object of the rule, its scope and the definitions for the purposes of the Law. It should be noted that the definition of Member States includes the 11 initially eligible for the Directive, all of which were at the time part of the European Union except the United Kingdom, to which the three new States have been added. Member States, Austria, Finland and Sweden, and the three States which are signatories to the Agreement on the European Economic Area, which are not members of the European Union: Norway, Iceland and Liechtenstein. The importance of the definition for the purposes of this Law of the definition of 'undertaking exercising control', which is defined as a 'company group', must also be highlighted and becomes the recipient of a good part of the obligations that the Law establishes.

Title I, "Provisions applicable to companies and groups of companies with a central management dimension in Spain", consists of three chapters. Chapter I, concerning the establishment of the European Works Council or the establishment of an alternative information and consultation procedure, regulates the process of negotiations which must lead to the enforcement of information rights and consultation of workers through the agreement of the parties. The Chapter II includes the subsidiary provisions which shall, where appropriate, give rise to the establishment of a European Works Council "ex lege". Chapter III refers to the capacity of the instances of representation of workers, the protection of such representatives and the confidentiality of information.

Title II, with the wording "Provisions applicable to workplaces and undertakings located in Spain of undertakings and groups of undertakings with a Community dimension", regulates the questions which, on the basis of the principle of In the case of the Commission, the Commission has been able to take the necessary measures to ensure that the conditions for the application of the law are not met. representative of the workers in Spain in accordance with the dual system of representation of the workers provided for in the Workers ' Statute and in the Organic Law on Freedom of Association, the form of designation of the Spanish representatives in the representative bodies, their protection and guarantees, and the effectiveness in Spain of the agreements and subsidiary provisions of other Member States.

Title III, entitled "Protection of the rights of information and consultation of workers in enterprises and groups of undertakings with a Community dimension", is structured in two chapters. Chapter I typifies administrative violations and sanctions, while Chapter II deals with court proceedings, with a final call to the possible out-of-court settlement of disputes.

It should be recalled, finally, that the Law constitutes labour law dictated under Article 149.1.7. of the Constitution, except as provided in Chapter II of Title III which constitutes procedural law given to the Article 149.1.6. first

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The draft Law, in accordance with the current legal provisions, has been submitted to the Economic and Social Council, the General Council of the Judiciary and the Council of State.

PRELIMINARY TITLE

Object, application scope, and definitions

Article 1. Object.

1. The purpose of this Law is to regulate the rights of workers ' information and consultation in undertakings and groups of undertakings with a Community dimension.

To this end, in each Community-scale enterprise and in each group of Community-scale undertakings, a European Works Council must be set up or an alternative information and consultation procedure should be established for the Community. workers, as provided for in this Law.

However, where a group of undertakings with a Community dimension includes one or more undertakings or groups of undertakings which are themselves undertakings or groups of undertakings with a Community dimension, the formation of the European Works Council or the establishment of the alternative information and consultation procedure shall be carried out at the level of the said group, unless otherwise provided for in the agreement referred to in Article 12.

2. The central management of undertakings and groups of undertakings with a Community dimension and the members of the European Works Council or, where appropriate, representatives of workers in the framework of an alternative information and consultation procedure cooperate with each other in good faith to achieve the objectives of this Law, respecting their reciprocal rights and obligations.

Article 2. Scope.

1. This Law shall apply, in the terms of each of its Titles, to undertakings with a Community dimension and groups of undertakings with a Community dimension, public or private, and any branch or sector of activity.

2. The powers of the European Works Councils and the scope of the alternative information and consultation procedures established or established under this Law will cover, in the case of an undertaking with a Community dimension, all the (a) the work centres of the undertaking located in the Member States and, in the case of a group of undertakings with a Community dimension, all undertakings in the group located in the Member States.

However, in the agreement referred to in Article 12, a wider scope of application may be established.

Article 3. Definitions.

1. For the purposes of this Law,

following definitions shall apply:

1. "Member States", the Member States of the European Union and the States which are signatories to the Agreement on the European Economic Area which are not members of the European Union, required to comply with Directive 94 /45/EC of the European Parliament and of the Council Council of 22 September 1994.

2. "Community-scale enterprise", where the following conditions are met:

a) That it employs 1,000 workers or more in all Member States, and

b) To employ at least two different Member States 150 or more workers in each of them.

3. "Group of companies", consisting of a company that exercises control and controlled companies.

4. "Group of companies with a Community dimension", in which the following conditions are met:

a) employing 1,000 workers or more in all Member States,

b) comprising at least two companies in the group in different Member States, and

(c) That at least one company in the group employs 150 or more workers in one Member State and that at least one other company in the group employs 150 workers or more in another Member State.

5. "Workers ' representatives", who have such a condition in accordance with national laws or practices.

6. "Central Management", the central management of the enterprise with a Community dimension or, in the case of a group of undertakings with a Community dimension, that of the undertaking exercising control.

Where the central management of a Community-scale undertaking or group of undertakings is not situated in a Member State, it shall be deemed to be a 'central management' for the purposes of this Law to the representative of the Community. Member State which, where appropriate, is designated by it.

In the absence of a representative designation, it shall be considered as such to the management of the business centre of the undertaking or to the central management of the undertaking of the group employing the largest number of workers in a Member State.

7. "Consultation", the exchange of views and the opening of a dialogue between workers ' representatives and the central management or any other appropriate level of direction.

8. "European Business Committee", the collegiate and representative body of the workers constituted in accordance with Articles 12 or 16 of this Law to carry out the information and consultation of workers.

9. "Negotiating Commission", the group of workers ' representatives established in accordance with Article 8 to negotiate with the central management the establishment of a European Works Council or the establishment of a alternative information and consultation procedure for workers.

2. For the purposes of this Law, the number of employees shall be calculated on the basis of the average number of employees of the undertaking, including part-time employees, employed during the two years preceding the date of commencement of the procedure to which the referred to in Article 7, in accordance with national laws or practices.

The information on the number of employees, calculated in accordance with the provisions of the preceding paragraph, must be provided by the companies at the request of the interested parties.

Article 4. Definition of "company exercising control".

1. For the purposes of this Law, 'control undertaking' shall be deemed to be a 'control undertaking' which may have a dominant influence on another, which shall be referred to as a 'controlled undertaking', for reasons of ownership, financial participation, social status or other.

2. Unless proof to the contrary, it is presumed that an undertaking may exercise a dominant influence over another when that undertaking, directly or indirectly:

a) Poses the majority of the company's subscribed capital.

b) Poses the majority of the voting rights corresponding to the shares issued by the company.

c) Have the power to appoint the majority of the members of the company's management, management or control body.

Where two or more undertakings in a group meet one or more of the above requirements, they shall be considered to be a 'control undertaking' consideration of the undertaking referred to in point (c) or, failing that, that of point (b). it is proven that another company can exercise a dominant influence.

3. For the purposes of the preceding paragraph, the voting rights and the appointment of the undertaking exercising the control shall include those of any other controlled undertaking and those of any person or body acting in its own name but by the account of the undertaking exercising control or any other controlled undertaking.

4. By way of derogation from the above paragraphs:

(a) A company shall not be deemed to exercise control over another undertaking in respect of which it holds shares in the case of one of the companies referred to in Article 3 (5) (a) or (c) of the Regulation (EEC) 4064/89 of the Council of 21 December 1989 on the control of concentrations between undertakings.

(b) It shall not be presumed that there is a dominant influence solely on the fact that a representative carries out his duties under the law of a Member State, relating to liquidation, bankruptcy, insolvency, suspension of payments, the competition of creditors or other similar procedure.

5. The applicable law for determining whether a company is a 'controlling undertaking' shall be the law of the Member State in which that undertaking is governed.

Where the legislation governing the undertaking is not that of a Member State, the applicable law shall be that of the Member State in which its representative is established or, in the absence of such a representative, that of the Member State in which the central management of the group undertaking employing the largest number of workers is situated.

TITLE I

Provisions applicable to companies and groups of companies with a central management in the Community in Spain

Article 5. Scope of the provisions of Title I.

1. The provisions contained in this Title shall apply to undertakings and groups of undertakings with a Community dimension which have their central management in Spain, and to the work centres of those undertakings and to undertakings of the referred to any group which is the Member State in which they are located.

2. The application of this Title in the terms set out in the preceding paragraph excludes that of the provisions of any other Member State or non-member in which the undertaking or group has centres or undertakings, except in cases where there is an express reference in this Title.

CHAPTER I

Constitution of the European Works Council or the establishment of an alternative information and consultation procedure for workers

Article 6. Responsibility for the negotiation procedure.

The responsibility for establishing the conditions and means necessary for the establishment of a European Works Council or the establishment of a European Works Council shall be the responsibility of the central management, as provided for in this Law. alternative information and consultation procedure for workers.

Article 7. Start of the procedure.

1. The negotiation procedure for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure shall be initiated by the central management at the written request of a minimum of 100 workers, or their representatives, who belong to at least two work centres or undertakings of the undertaking or group located in different Member States.

The request may be submitted by the workers or their representatives jointly or separately and be addressed to the central management or to the addresses of the job centres or undertakings in the Member States where they provide their services.

The addresses must move the received requests to the central address, informing their signatories of the transfer. The central management may not refuse the start of negotiations on the basis of a lack of movement of the requests.

2. The central address may only be refused at the start of negotiations in the following cases:

(a) Where the undertaking or group does not meet the number of workers required for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure.

b) When the request does not meet the required number of signatures.

(c) Where a special negotiating body has taken the decisions referred to in Article 10 (2) and the time limit laid down therein has not elapsed.

(d) Where an agreement concluded pursuant to Article 12 of this Law was in force.

3. The central management may also initiate the procedure for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure on its own initiative.

Article 8. Constitution of the special negotiating body.

1. A request which meets the requirements laid down in the preceding Article or raised by the initiative of the central management of the undertaking or group shall be addressed to its addresses in the Member States, in order to enable them to implement the compliance with national laws or practices and as laid down in the following Article, the procedure for the election or appointment of members of the special negotiating body.

2. Once the special negotiating body has been established, the central management shall convene a first negotiation meeting for the conclusion of the agreement referred to in Article 12, informing the local addresses.

Article 9. Composition of the negotiating committee.

1. The special negotiating body shall be composed of the following members:

(a) A member representing the employees of each Member State in which the Community-scale undertaking has one or more workplaces or in which the undertaking exercising control of a group of undertakings is situated. undertakings with a Community dimension or one or more of the controlled undertakings.

(b) Where appropriate, a number of additional members representing employees in those Member States where significant percentages of the total number of employees of the company or group are employed, according to the following rules:

A member representing the employees of each Member State in which they are employed from 25 per 100 to 50 per 100 of the total number of workers in the company or group.

Two members representing employees of the Member State where employees are more than 50 per 100 and up to 75 per 100 of the total number of employees in the company or group.

Three members representing employees of the Member State where employees are more than 75 per 100 of the total number of employees of the company or group.

2. Each Member State shall determine how to choose or designate the members of the special negotiating body to be elected or appointed on its territory.

3. Representatives elected by workers from non-member States where the undertaking or the group have centres of employment may participate in the meetings of the special negotiating body and in which it is held with the central management. works or undertakings, where the central management and the special negotiating body so decide.

4. The special negotiating body shall inform the central management of the undertaking or group as well as the local addresses of its composition.

Article 10. Duties of the special negotiating body.

1. The negotiating committee is responsible for negotiating with the central management the constitution of one or more European Works Councils or the establishment of one or more alternative procedures for informing and consulting employees.

The central management and the negotiating commission should negotiate in good faith, with a view to obtaining an agreement.

2. By way of derogation from the above paragraph, the special negotiating body may decide by a two-thirds majority of its members:

(a) Not to start negotiations with the central management for the conclusion of the agreement referred to in Article 12.

b) Undo the ongoing negotiations with the central management.

Such decisions shall terminate the procedure for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure for workers, without the application of such procedures. subsidiary provisions laid down in Chapter II of this Title. From its adoption, a minimum period of two years shall elapse until a new request for negotiation can be submitted to the central management, unless the parties concerned agree to a shorter period of time for these purposes.

3. The negotiating committee and the central management shall decide, by mutual agreement, the precise rules governing the chairmanship of their joint meetings. In the absence of a pact in this respect, they shall record in the minutes of the first meeting the procedures to be used to moderate the sessions.

The minutes of meetings between the central management and the negotiating commission shall be signed by a representative on behalf of each of the parties.

4. The functions of the special negotiating body shall end with the conclusion of the agreement referred to in paragraph 1 or the adoption of the decisions referred to in paragraph 2.

Article 11. Arrangements for the operation of the special negotiating body.

1. The negotiating commission shall adopt its agreements by a majority of its members, without prejudice to the provisions of paragraph 2 of the previous Article.

You will be able to elect a president among its members and establish an internal operating rule.

2. The special negotiating body shall have the right to meet prior to any meeting which it is required to hold with the central management without the presence of the latter.

3. Whenever necessary for the proper performance of its tasks, the special negotiating body may be assisted by experts of its choice.

4. The costs arising from the operation of the special negotiating body shall be borne by the central management, which shall provide it with the necessary financial and material resources to fulfil its functions properly.

In particular, the central management shall bear the following costs:

(a) The derivatives of the election or appointment of the members of the special negotiating body.

(b) The organisation of the meetings of the special negotiating body, including the costs of interpretation, maintenance, accommodation and travel of its members.

(c) The derivatives of an expert appointed by the special negotiating body to assist him in his/her duties.

Article 12. Content of the agreement.

1. Without prejudice to the autonomy of the parties, the agreement between the central management and the special negotiating body shall contain:

a) The identification of the parts that make it up.

(b) The determination of the work centres of the Community-scale undertaking or of the undertakings of the group of Community-scale undertakings affected by the agreement.

(c) The composition of the European Works Council, the number of its members, its distribution and the duration of its term of office, as well as the effects arising from changes in the structure of the undertaking or group or in the composition of the national bodies representing the employees.

(d) The powers of the European Works Council and the information and consultation procedure.

e) The place, frequency and duration of meetings of the European Works Council.

(f) The material and financial resources allocated to the European Works Council for the proper performance of its tasks.

g) The duration of the agreement and the terms of its complaint, extension and renegotiation.

2. By way of derogation from the above paragraph, the central management and the special negotiating body may, instead of the establishment of a European Works Council, agree on the establishment of one or more information and consultation procedures for the workers on those transnational issues which may have a significant impact on their interests. In such a case, the agreement shall provide for the arrangements under which workers ' representatives shall be entitled to meet in order to discuss the information communicated to them.

3. The agreement shall enter into force on the date of the parties ' disposal.

Article 13. Legal effectiveness of the agreement.

1. The agreement concluded between the central management and the negotiating commission obliges all the work centres of the Community-scale undertaking and all the undertakings of the group of undertakings with a Community dimension within its scope of application, as well as to their respective workers, for the duration of their validity.

2. The agreement must be formalized in writing, under the sanction of nullity. It shall be submitted to the competent labour authority for registration, deposit and official publication in accordance with Article 90 (2) and (3) of the recast text of the Law on Workers ' Statute, approved by Royal Decree legislative 1/1995, of 24 March.

For the purposes set out in the preceding paragraph, it shall be the competent labour authority which corresponds to the scope of the agreement within the Spanish territory.

Article 14. Additional rules on the validity, extension, withdrawal and renegotiation of the agreement.

In the agreement of the agreement on its validity, extension, denunciation or renegotiation, the following rules apply:

1. The agreement will be presumed to be indefinite.

2. The central management and the European Works Council or, where appropriate, representatives of workers in the framework of an alternative information and consultation procedure may denounce the agreement at a minimum time. from six months to the date of its expiration, communicating it in a manner that is true to the other party.

In the event that the agreement has an indefinite validity or no period of validity, the complaint may be made at least six months before the date on which each four-year period is observed from the date of its entry into force. Initial validity, understanding in such a case that the agreement to the fulfillment of this period has expired.

3. If the term of validity of the agreement has expired, no express complaint of the parties has been made, the term shall be extended for a new period of duration equal to that of its initial term.

4. Th Denounced and defeated an agreement, it shall remain in force until a new agreement is reached or until the subsidiary provisions contained in Chapter II of this Title are applicable, pursuant to the provisions of Article 15.

5. The European Works Council shall be entitled to renegotiate, in place of the negotiating body referred to in Article 8, the agreement which has been denounced and defeated, and may also take the decisions provided for in the paragraph 2 of Article 10.

In the case of the renegotiation of the agreement on the establishment of an alternative information and consultation procedure, a new negotiating commission will have to be set up, in accordance with the provisions of the Article 8.

CHAPTER II

Subsidiary provisions for the constitution of the European Works Council

Article 15. Application of the subsidiary provisions.

1. The subsidiary provisions laid down in this Chapter for the achievement of the objectives set out in Article 1 of this Law shall apply in the following cases:

a) When the central management and the negotiating commission so decide.

(b) When the central management rejects the opening of negotiations within six months of the submission of a request meeting the requirements set out in Article 7 of this Law.

(c) Where, within three years of such request or of the initiative of the central management to initiate the negotiations, the parties do not reach the agreement referred to in Article 12.

2. The subsidiary provisions of this Chapter shall also apply after a period of six months from the beginning of the negotiation procedure where the central management fails to fulfil its obligations under the constitution and call for the negotiation committee provided for in Article 8 of this Law, or unilaterally suspend the negotiations without justified cause, or behave in them with manifest bad faith, and thus be declared in all cases by judicial judgment firm.

3. The provisions of the foregoing paragraphs shall also apply to the procedure for renegotiating the agreement referred to in Articles 12 and 14 of this Law, after the end of its validity.

Article 16. Establishment of the European Works Council.

1. In the cases provided for in the previous Article, a European Works Council shall be set up with the powers, composition and operating arrangements set out in the following

.

2. For the establishment of the European Works Council, the central management of the undertaking or group shall be directed to its addresses in the Member States in order to enable them to implement, in accordance with national laws or practices, the procedure of choice or appointment of the members of the committee.

3. Four years after the establishment of a European Works Council under the subsidiary provisions of this Chapter, the Committee shall decide whether it wishes to enter into negotiations for the conclusion of the agreement referred to in the Article 12, communicating it to the central management.

The negotiations which, if necessary, will be conducted will be governed by the provisions of Chapter I of this Title, assuming the committee itself the functions that are given to the special negotiating committee. During the course of the negotiations and until their conclusion the committee will continue to develop its functions.

If the decision to open negotiations pursuant to the first paragraph is not taken, the subsidiary provisions of this Chapter shall continue to apply for another four-year period.

4. By way of derogation from the previous paragraph, the European Works Council and the Central Management Board may decide by common agreement at any time to open negotiations.

Article 17. Composition of the European Works Council.

1. The European Works Council shall be composed of employees of the undertaking or group, elected or appointed by and among the representatives of the employees or, failing that, by all the workers, in accordance with the laws and regulations of the national practices.

2. The European Works Council shall be composed of the following members:

(a) A member representing the employees of each Member State in which the Community-scale undertaking has one or more workplaces or in which the undertaking exercising control of a group of undertakings is situated. undertakings with a Community dimension or one or more of the controlled undertakings.

(b) Where appropriate, a number of additional members representing employees in those Member States where significant percentages of the total number of employees of the company or group are employed, according to the following rules:

A member representing the employees of each Member State in which they are employed from 25 per 100 to 50 per 100 of the total number of workers in the company or group.

Two members representing employees of the Member State where employees are more than 50 per 100 and up to 75 per 100 of the total number of employees in the company or group.

Three members representing employees of the Member State where employees are more than 75 per 100 of the total number of employees of the company or group.

3. Representatives elected by workers from non-member States where the undertaking or the group have centres of business or the group may participate in the meetings of the European Works Council and in which the European Works Council may participate, with a voice but without a vote. working or undertakings, where the central management and the European Works Council so decide.

4. The European Works Council shall inform the central management of the undertaking or group, as well as any other appropriate management level, of its composition.

Article 18. Competence of the European Works Council.

1. The European Works Council shall have the right to be informed and consulted on matters affecting the whole of the undertaking or group of undertakings with a Community dimension or at least two working centres or undertakings of the group situated in the Different member states.

In the case of undertakings or groups of undertakings whose central management is not situated in a Member State, the competence of the European Works Council shall include those matters affecting all the centres of work or undertakings of the group located in the Member States or at least two centres or undertakings located in different Member States.

2. For the purposes set out in the previous paragraph, the European Works Council shall have the right to hold at least one annual meeting with the central management. The meeting shall be convened by the central management at least one month in advance, accompanied by a report on the development and prospects of the activities of the Community-scale undertaking or group of undertakings.

Without prejudice to other issues that may arise, the annual meeting will examine those related to the structure of the company, its economic and financial situation, the likely evolution of the activities, the production and sales, the likely situation and development of employment, investments, substantial changes affecting the organization, the introduction of new working or production methods, production transfers, mergers, reduction of the size or closure of enterprises, workplaces or important parts thereof, and collective redundancies.

3. The European Works Council must be informed in good time in advance of exceptional circumstances which have a considerable impact on the interests of workers, particularly in the case of transfers of undertakings, closures of (a) work centres or undertakings or collective redundancies. In addition, it shall be entitled to meet, at its own request, with the central management, or with any other level of management of the most appropriate undertaking or group and with the competence to take decisions of its own, in order to receive such information and be consulted on it. This meeting or meetings shall, where appropriate, be additional to the annual meeting provided for in paragraph 2, unless, on the basis of the time limits, they can be incorporated into the content of the said meeting without jeopardising the effectiveness of the meeting. query.

The information and consultation meetings referred to in this paragraph shall be carried out in advance so that the criteria of the committee may be taken into account in the adoption or implementation of the decisions on the the basis of a report drawn up by the central management or by any other appropriate management level of the company or group.

The European Works Council may issue an opinion at the end of the meeting or within a maximum of seven days. If the committee does not consider it necessary to hold a meeting, the time limit for the issue of the opinion shall be based on the receipt of the information referred to in the first subparagraph of this paragraph.

This meeting will not affect the prerogatives of the central address.

4. The central management and the European Works Council shall decide by common accord on the precise rules governing the chairmanship of their joint meetings. In the absence of a pact in this respect, they shall record in the minutes of the first meeting the procedures to be used to moderate the sessions.

The minutes of meetings between the central management and the European Works Council shall be signed by a representative on behalf of each of the parties.

5. The central management shall inform the addresses of its work centres or undertakings in the Member States of the call for meetings to be held with the European Works Council.

Article 19. Operating system of the European Works Council.

1. The European Works Council shall adopt its agreements by a majority of its members. It shall draw up its own internal rules of procedure and may elect a chairman.

2. If the number of members of the European Works Council exceeds 12, a restricted committee composed of three members must be elected. This restricted committee shall be responsible for receiving the information and for holding the meetings referred to in Article 18 (3

.

In the meetings in which the restricted committee is involved, the other members of the European Works Council elected or appointed on behalf of the undertakings or work centres shall also be entitled to participate. directly affected by the measures in question.

The restricted committee should regularly report on its actions and on the outcome of the meetings in which it participates in the European Works Council.

3. The European Works Council and the restricted committee, which shall be enlarged in their case with the members referred to in the second subparagraph of paragraph 2, shall be entitled to meet in advance of any meeting to be held with the management central, without the presence of it.

4. Whenever necessary for the proper performance of their duties, the European Works Council and the Select Committee may be assisted by experts of their choice.

5. Expenditure arising from the operation of the European Works Council and the restricted committee shall be borne by the central management, which shall provide them with the financial and material resources necessary to fulfil their tasks. appropriately.

In particular, the central management shall bear the following costs:

(a) The derivatives of the choice or designation of the members of the European Works Council.

(b) The organisation of meetings of the European Works Council and the restricted committee, including the costs of interpreting, handling, accommodation and travel of its members.

(c) The derivatives of an expert appointed by the European Works Council or by the restricted committee to assist him in his/her duties.

6. The members of the European Works Council shall inform the representatives of the employees of the undertakings and the work centres or, failing that, all workers on the content and the results of the proceedings of the information and consultation developed in accordance with the provisions of this Chapter, without prejudice to the provisions of Article 22.

CHAPTER III

Provisions common to previous chapters

Article 20. Capacity of the negotiating committee and the European Works Council.

The special negotiating body referred to in Article 8 of this Law, the European Works Council and the representatives of workers in the framework of an alternative information and consultation procedure are capable of for the exercise of the rights conferred upon them by this Law or arising from the agreement referred to in Article 12, being able to exercise administrative or judicial action in all matters relating to the field of its powers, majority decision of its members.

Article 21. Protection of workers ' representatives.

The members of the negotiating committee and the European Works Council and the representatives of workers in the framework of an alternative information and consultation procedure enjoy the exercise of their functions. protection and guarantees similar to those laid down for workers ' representatives at national level in the country in which they provide their services, in accordance with the provisions of national laws or practices.

Article 22. Confidentiality of information.

1. The members of the negotiating committee and the European Works Council and the representatives of the employees in the framework of an alternative information and consultation procedure, as well as the experts who assist them, shall not be authorised to disclose to third parties that information which has been expressly communicated to them in a confidential manner.

This obligation of confidentiality will remain even after the expiration of its mandate and regardless of where it is located.

2. By way of derogation, the central management shall not be required to communicate specific information relating to industrial, financial or commercial secrets, the disclosure of which may, according to objective criteria, impede the operation of the the company or to cause serious damage to its economic stability.

This exception does not cover data that is related to the volume of employment in the enterprise.

Article 23. Representativeness of the negotiating committee and the European Works Council.

1. Changes in the structure of the undertaking or group of undertakings with a Community dimension or in the composition of the national bodies representing workers may determine the full or partial renewal of the special negotiating body. or the European Works Council, in accordance with the procedure laid down in this Law, where such amendments significantly affect the representativeness of the body concerned and is thus requested by either party or by means of a a request meeting the requirements referred to in Article 7 (1).

2. The provisions of the preceding paragraph shall apply to the European Works Council set up in accordance with the agreement provided for in Article 12 of this Act in the absence of specific provisions contained in the agreement itself.

TITLE II

Provisions applicable to work centres and companies located in Spain of companies and groups of companies with a Community dimension

Article 24. Scope of the provisions of Title II.

The provisions contained in this Title shall apply exclusively to the work centres and undertakings located in Spain of undertakings and groups of undertakings with a Community dimension whose central management is situated in any Member State, as regards referrals to the national laws and practices contained in this Law and in the provisions of the Member States in respect of which Directive 94 /45/EC of the Council of 22 of 22 September 1994.

Article 25. Method of calculation of the number of workers.

1. The average number of employees employed, including part-time contract workers, will be taken into account for the calculation of the number of workers in the workplace and enterprises during the two years preceding the date of the start of the negotiation, according to the following rules:

(a) Workers bound by fixed-term contracts exceeding two years shall be counted as permanent staff members.

(b) The contract for up to two years shall be calculated on the basis of the number of days worked in the two-year period preceding the date of commencement of the negotiation procedure. Every four hundred days worked or fraction will be computed as one more worker.

When the ratio that results from dividing by 400 the number of days worked in the said two-year period is greater than the number of workers that are computed, the total of those workers shall be taken into account workers.

2. For the purposes of calculating the four hundred days worked provided for in the preceding paragraph, the days actually worked and the days of weekly rest, public holidays and annual leave shall be taken into account.

Article 26. Identification of the national workers ' representatives.

The status of workers ' representatives corresponds to the union representations, to the works councils and to the staff delegates, in the terms that the Organic Law 11/1985 of 2, respectively, recognizes. of August, of Freedom of Association, and the recast text of the Law of the Workers ' Statute, approved by Royal Legislative Decree 1/1995, of March 24.

Article 27. Designation of the representatives of the workers in the negotiating committee and in the European Works Council.

1. The representatives who are to be part of the negotiating committee and the European Works Council shall be appointed by agreement of the trade union representatives which, as a whole, together with the majority of the members of the committee or committees of undertakings and delegates of staff where appropriate, or by majority agreement of such members and delegates.

Similarly, the replacement of the appointed representatives in the cases of resignation and revocation and in the case of loss of the status of the national representative of the workers shall be carried out.

2. In the case of the European Works Council, the designation referred to in the preceding paragraph shall be borne by a worker of the undertaking or group holding the status of a staff delegate, a member of the business committee or a trade union delegate.

3. The provisions of the preceding paragraphs shall apply to the European Works Council constituted by agreement in the absence of specific provisions contained therein.

Article 28. Protection of workers ' representatives.

1. The representatives of workers who are members of the negotiating committees and of the European Works Councils or who participate in the alternative procedures for information and consultation enjoy the exercise of their functions. protection and the guarantees laid down in the Staff Regulations, except as regards the time-credit provided for in Article 68 (e) of the Staff Regulations, in respect of the provisions of the following paragraphs.

2. The representatives of the workers referred to in this Article shall be entitled to the paid leave necessary for the attendance of the meetings to be held with the central management, as well as to those which may be carried out by such workers. (a) bodies and representatives of prior character.

3. Irrespective of the provisions of the preceding paragraph, the members of the special negotiating body and the European Works Council shall be entitled to a credit of 60 hours paid per year for the performance of their duties, in addition to their duties. (a) to those who have their status as national workers ' representatives.

This right shall be recognised by the European Works Council constituted by agreement in the absence of specific provisions contained therein.

Article 29. Legal effectiveness in Spain of the provisions of other Member States.

The agreements between the central addresses and the negotiating committees concluded in accordance with the provisions of the Member States and, failing that, the subsidiary rules of the said provisions oblige all the (a) the work centres of the Community-scale undertaking and all the undertakings of the group of undertakings with a Community dimension falling within its scope and located on Spanish territory, as well as their respective employees, during the course of the all the time of its validity.

TITLE III

Protection of the rights of information and consultation of workers in companies and groups of companies with a Community dimension

CHAPTER I

Violations and penalties

Article 30. Concept.

The actions or omissions of the various persons liable to the contrary to this Law and its regulations of development, to the provisions of other Member States with effectiveness in the Spain, to agreements concluded under this Law or to the provisions of other Member States, and to the normative clauses of the collective agreements that complement the rights recognized in this Law, which are classified and sanctioned according to the same.

Article 31. Subjects responsible for the infringement.

Persons responsible for the infringement are the natural or legal persons or property communities of the work centers and companies located in Spanish territory that incur the actions or omissions typified as an infringement of this Law.

Article 32. Serious infringements.

These are serious violations, unless you qualify as very serious in accordance with the following article:

1. Do not provide the information requested on the number of employees for the purpose of defining the existence of a Community-scale undertaking or group of undertakings in order to constitute a European Works Council or to establish a procedure alternative information and consultation of workers.

2. No transfer to the central management of the request for the initiation of negotiations for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure.

3. The infringement of the rights of the negotiating committee, the European Works Council, and, where appropriate, the representatives of the employees in the context of an alternative information and consultation procedure, as well as their right to be assisted by experts of your choice.

4. The infringement of the rights of the special negotiating body, the European Works Council and, where appropriate, the representatives of workers in the framework of an alternative information and consultation procedure, in the field of financial resources and materials for the proper functioning and development of their activities.

5. The lack of convening, in time and form, of the ordinary and extraordinary meetings of the European Works Council with the central management.

6. The infringement of the rights and guarantees of the members of the special negotiating body, the European Works Council and the representatives of workers in the context of an alternative information and consultation procedure, in the legal terms or conventionally established.

Article 33. Very serious infringements.

These are very serious violations:

1. Actions or omissions that prevent the initiation and development of negotiations for the establishment of a European Works Council or the establishment of an alternative information and consultation procedure for workers.

2. Actions or omissions that impede the functioning of the negotiating commission, the European Works Council and the alternative information and consultation procedure, in legal or conventionally established terms.

3. Actions or omissions preventing the effective exercise of the rights of information and consultation of workers ' representatives, including abuse in the establishment of the obligation of confidentiality in the information provided or in the case of a waiver of the obligation to communicate such information of a secret nature.

4. Decisions taken pursuant to this Law which contain or entail any kind of discrimination, favourable or adverse, by reason of sex, nationality, language, marital status, social status, religious or political ideas and accession or not to a union, its agreements or to the exercise, in general, of the trade union activities.

Article 34. Penalties.

The sanctions and the criteria for their graduation, as well as the competent authority to impose them and the sanctioning procedure, will be governed by the provisions of Law 8/1988 of 7 April on infringements and sanctions of order social.

CHAPTER II

Judicial procedures

Article 35. Exercise of jurisdiction.

The courts of the social order will know how many contentious questions are raised in application of this Law, in accordance with the provisions of Article 2 (p) of the recast of the Law of Procedure. Labour, adopted by Royal Decree of Law 2/1995 of 7 April, with the exception of the form of order sought by the Court of State for the purpose of challenging the administrative penalties referred to in Article 34

Article 36. Competence.

1. The Spanish courts of the social order shall be competent to hear the disputes referred to in the preceding article where the parties have expressly or tacitly submitted to them or, failing that, when the defendant has filed proceedings. has its registered office in Spain or where the obligation on the basis of the claim would have been or should be fulfilled in Spanish territory.

2. The jurisdiction of the Spanish courts of the social order will be determined in accordance with the rules contained in Articles 6 to 10 of the Law of Labor Procedure. In its application, in the processes of collective conflicts, on the challenge of collective agreements and on the protection of the rights of freedom of association will be attended to the extension of its effects in Spanish territory.

3. For the purposes set out in the preceding paragraphs, and in the absence of an agreement or express determination in this respect, the address of the negotiating committee and the European Works Council shall be understood to be the address of the central management.

Article 37. Procedural legitimisation.

They shall be entitled to promote the disputes referred to in this Law by employers, workers ' representatives, the special negotiating body and the European Works Council in accordance with the provisions of Article 20 of this Law. Workers ' unions and business associations will have legitimacy to defend their legitimate rights and interests.

Article 38. Procedural modalities.

1. Disputes relating to negotiations for the establishment of a European Works Council or the establishment of an alternative procedure for informing and consulting employees, as well as those relating to the setting up and functioning of the of such bodies and procedures and those relating to the rights and guarantees of the representatives of the employees in those bodies, shall be dealt with in accordance with the collective dispute procedure laid down in Chapter VIII of Title II of Book II of the Labour Procedure Act.

2. The agreements of the negotiating committee referred to in Article 10 (2) and the agreement governed by Article 12 of this Law, as well as the other agreements which the negotiating committee may hold with the central management, The European company and, where appropriate, the employees ' representatives in the context of an alternative information and consultation procedure, will be liable to challenge under the process of contesting collective agreements regulated in the Chapter IX of Title II of Book II of the Law on Labor Procedure.

3. Dismissal and penalty claims and other causes of termination of the contract of employment shall be dealt with in accordance with their own procedural arrangements in Chapters II and IV of Title II of Book II of the Labour Procedure Act.

4. The claims of injury to trade union freedom or other fundamental right, including the prohibition of discriminatory treatment, may be dealt with through the process of guardianship of the trade union freedom rights of Chapter XI of the Treaty. Title II of Book II of the Law of Labor Procedure.

5. In accordance with the process of collective conflicts, the challenge of the decisions of the central management to confer a confidential nature or not to communicate certain information to the members of the negotiating committee will also be dealt with. the European Works Council and, where appropriate, the representatives of workers in the framework of an alternative information and consultation procedure. The Judge or Chamber shall take the necessary measures to safeguard the confidential or secret nature of the information in question.

In this process, disputes relating to compliance by workers ' representatives and by experts who assist them with their obligation of confidentiality will be dealt with in this process.

Article 39. Statement.

1. The judgment given in the processes of collective conflicts shall declare the existence or not of the reported infringement. Where appropriate, it shall order the immediate cessation of the infringement and the replacement of the situation at the time before it occurs, by condemning the defendant to remedy the consequences arising from his conduct, including compensation for damages and damages that you proceed.

2. Without prejudice to the provisions of the preceding paragraph, in the cases referred to in Article 15 (2) of this Law, the judgment shall order the application of the subsidiary provisions of Chapter II of Title I.

Article 40. Extra duty.

In all the non-foreseen in this chapter will govern, as a supplementary right, the Law of Labor Procedure.

Article 41. Procedures for out-of-court settlement of disputes.

The provisions of this Chapter are without prejudice to the right of the parties to apply to the procedures for the out-of-court settlement of disputes.

Additional disposition first. Maintenance of existing agreements.

1. Undertakings and groups with a Community dimension which have their central management in Spain in which an agreement concluded with the Member States already exists at the date of 22 September 1996 shall not be subject to the obligations arising out of this Law. representatives of workers, applicable to all employees of the undertaking or group, providing for the transnational information and consultation of workers and meeting at least the following requirements:

(a) That on behalf of the Spanish workers it has been negotiated by those who are entitled to do so in accordance with Articles 87 and 88 of the Staff Regulations, and

b) That has been formalized in the terms set forth in Article 13 (2) of this Act.

2. At the time of the expiry of the validity of the agreements referred to in the preceding paragraph, the parties may agree to extend it, otherwise the provisions of this Law shall apply.

Additional provision second. Non-involvement of national laws and practices.

1. This Law shall not affect the provisions of national laws and practices on the rights of workers ' information, consultation and participation.

2. This Law shall not affect compliance with the obligations, requirements and procedures laid down in national laws and practices for the adoption and enforcement of business decisions on dismissal, transfer of undertakings, amendment of working conditions or other conditions.

Final disposition first. Implementing and development provisions.

The Government will dictate the provisions that are necessary for the implementation and development of this Law.

Final disposition second. Entry into force.

This Law will enter into force on the day following its publication in the "Official State Gazette".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this Law.

Madrid, April 24, 1997.

JOHN CARLOS R.

The President of the Government,

JOSÉ MARÍA AZNAR LÓPEZ