2403rd Council meeting - INTERNAL MARKET, CONSUMER AFFAIRS AND TOURISM - Brussels, 20 December 2001
European Council - PRES/01/489 20/12/2001
Brussels, 20 December 200014671/00 (Presse 489)
2323rd Council meeting- EMPLOYMENT AND SOCIAL POLICY -Brussels, 20 December 2000
President : Ms Elisabeth GUIGOU
Minister for Employment and Solidarity of the French Republic
IVITEMS APPROVED WITHOUT DEBATEEMPLOYMENT AND SOCIAL POLICY PAGEREF _Toc503326277 \h V--Programme on gender equality * PAGEREF _Toc503326278 \h VAUDIOVISUAL PAGEREF _Toc503326279 \h V--MEDIA Plus PAGEREF _Toc503326280 \h VEXTERNAL RELATIONS PAGEREF _Toc503326281 \h VI--Negotiations for an agreement with the Principality of Monaco PAGEREF _Toc503326282 \h VI
For further information call 285 62 19 or 285 67 00
The Governments of the Member States and the European Commission were represented as follows:
The Council agreed unanimously on guidelines for political agreement on two acts concerning the European Company (SE):
The Council also decided to consult the European Parliament again following legal/linguistic finalisation of the texts, given the substantial changes introduced since Parliament was last consulted, including the change in legal basis.
The Council was thus able to carry out the instructions which it had received from the Nice European Council, namely to complete the political agreement reached at Nice on the last problems relating to employee involvement within the SE, and more specifically employee participation in the organs of SE constituted by merger, before the end of the year. The Council welcomed the fact that it had been able to reach agreement on both these acts, making possible the creation of the SE 30 years after the first Commission proposal, thus paving the way to concluding the oldest European Community dossier still pending.
At the end of the meeting, the proposal for a Directive on informing and consulting employees at national level was also mentioned. The President noted, following contributions from delegations, that work on this proposal would be continued with a view to reaching a decision in the near future. The same applied to proposals on the internal market and the social economy (cooperative societies, mutual associations and partnerships).
Details of the Regulation on the Statute for a European Company
The Statute for the European Company is one of the key elements in completing the internal market. It will make it possible for a company to be set up within the territory of the Community in the form of a public limited-liability company, with the Latin name "Societas Europaea" (SE).
The Regulation is intended to create a uniform legal framework within which companies from different Member States will be able to plan and carry through the reorganisation of their activities at Community level. Several options will be available to companies opting for the "Societas Europaea" model. Companies will be able to merge ("SE by merger"), create a holding company ("holding SE"), create joint subsidiaries ("subsidiary SE"), or convert themselves into an SE ("conversion into an SE"). The SE will be able to function on the basis of a single legislative and management system, instead of being subject to different national systems, which will provide significant administrative savings.
The Statute will allow a public limited-liability company which has its registered office and head office within the Community to transform itself into an SE without going into liquidation. The SE will be entered in a register in the Member State where its registered office is situated. Every registered SE will be publicised in the Official Journal of the European Communities.
An SE must take the form of a company with share capital. To ensure that such companies are of a reasonable size, a minimum amount of capital has been set. The subscribed capital must be at least EUR 120 000.
The rules relating to employee involvement in the SE are the subject of the Directive described below, on which agreement was also reached at the Council. The provisions contained in that Directive form an inseparable complement to the Regulation and must be applied in parallel.
Details of the Directive on employee involvement within the European Company
This Directive supplements the Regulation as regards the involvement of employees in the affairs of European Companies, in order to ensure that the creation of an SE does not entail the disappearance or reduction of practices of employee involvement existing within the companies participating in the establishment of an SE.
Given the diversity of rules and practices in the Member States as regards the manner in which employees' representatives are involved in decision-making within companies, a single European model is not intended. Nevertheless, procedures for the information and consultation of workers at transnational level will be ensured. When rights to participate exist within one or more of the companies establishing an SE, those rights will be preserved through their transfer to the SE, once established, unless the parties involved decide otherwise.
When the management or administrative organs of the participating companies decide to set up an SE, negotiations will be started with the representatives of the companies' employees in order to reach agreement on ways to involve employees in the forthcoming SE. A special negotiating body (SNB) representing the employees of all the companies involved will then be established. In electing or appointing members of the SNB, it must be ensured that those members are elected or appointed in proportion to the number of employees employed in each Member State by the companies concerned.
In principle, such negotiations may continue for six months. The agreement negotiated will specify the scope of the agreement, the composition, number of members and allocation of seats on the employees' representative body, the functions and procedure for the information and consultation of workers, the frequency of meetings of the representative body, the financial and material resources to be available to that body, and if need be the arrangements for participation, as well as the date of entry into force of the agreement and its duration.
If no agreement is concluded, the arrangements for the information, consultation and where appropriate participation of employees which are laid down by the legislation of the Member State in which the registered office of the SE is situated will apply. That legislation must comply with the reference provisions set out in the Annex to the Directive.
ITEMS APPROVED WITHOUT DEBATE
(Decisions for which statements for the Council minutes have been made available to the public are indicated by asterisks; the statements in question may be obtained from the Press Office.)
EMPLOYMENT AND SOCIAL POLICY
Programme on gender equality *
Following the political agreement reached at the Employment and Social Policy Council on 27 and 28 November 2000, the Council formally adopted the Decision on the Programme relating to the Community framework strategy on gender equality. (For details see press release 13862/00 Presse 454).
Following the political agreement reached at the Culture/Audiovisual Affairs Council on 23 November 2000, the Council formally adopted the new Programme to support the European film and audiovisual industry. The Programme will follow on from the current MEDIA II Programme and will thus be able to come into force as planned on 1 January 2001, covering the period until the end of 2005. (For more details see press release 13437/00 Presse 442).
It should be noted in this connection that, following the vote at the European Parliament where no amendments were presented, the Council's common position on the proposal for a Decision on the implementation of a training programme for professionals in the European audiovisual programme industry ("MEDIA training") is deemed to have been adopted in the form of the common position.
Negotiations for an agreement with the Principality of Monaco
The Council adopted a Decision authorising the Commission to open negotiations for an agreement on the application of certain Community acts in the territory of the Principality of Monaco.