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At government minister Donner’s request, the Social and Economic Council of the Netherlands (SER) considered the issue of whether the position of employees in decision-making within and on a Dutch company should be strengthened.
Donner asked the SER to also devote some attention to the option of granting to Works Councils the right to take the floor at shareholders’ meetings, a larger say in mergers and acquisitions and the appointment of executive and non-executive directors, as well as the right of investigation.
All this was to be considered in the context of the position of other stakeholders and a proper governance structure.
The Balanced Corporate Governance Committee of the SER rendered a preliminary opinion on 1 November 2007, stating that the position of employees need not be strengthened.
This opinion was largely based on advice rendered by two experts: Dr Van het Kaar and Professor Winter.
Summarized, the Committee holds that the Works Councils Act and the SER Merger Code amply provide powers of participation, giving employees in the Netherlands a relatively stronger position than the employees in neighbouring countries.
The SER Committee did notice that not all powers of participation available are being exercised to the fullest.
However, this is no ground to introduce additional powers. The Committee did like the idea of granting Works Councils the right to take the floor at shareholders’ meetings of listed companies.
The Committee was not unanimous with respect to the Works Councils being granted the right of investigation (besides or instead of the trade unions).
The Committee did amply address, from a general perspective, the actual effect of the right to investigate. Strictly speaking, this theme did not fall within the scope of the request for advice.
The general drift of the SER opinion is that the right to investigate is increasingly used for purposes other than what it basically is supposed to serve.
In this respect, the Committee seems to be referring to cases such as ABN AMRO, Stork, Unilever and DSM.
The final SER opinion will be rendered on 21 December 2007.
Meanwhile, Minister of Justice Hirsch Ballin has taken the required measures focused on fundamental reconsideration of the effect of the right to investigate.
Our Paul Witteveen plays an active part in this.
For more information on the subject, please contact Paul Witteveen,
Employment Practice.
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