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COUNTRY OVERVIEW

Employee board-level representation in Slovakia exists in both private and publicly-owned companies. Neither unions nor employers were consulted about the transposition of the directive but both seem happy with the final outcome.

For further information on the SE legislation, such as the choice of SNB members, click on the more button.

In the private sector in Slovakia, employees have a right to one third of the seats on the board in limited companies with shares and a capital of SKK 1 million or more (approximately €25,000), and more than 50 full-time employees. In state companies, employees have the right to half the seats on the supervisory board – though not the chair – irrespective of size. The issue of employee board-level representation is therefore of direct relevance.

In order to meet the transposition deadline the government rapidly pushed through legislation implementing the directive. Draft legislation was submitted to the tripartite economic and social council, then known as the RHSD, but it was not debated. Both unions and employers’ associations criticised the government for failing to consult them. However, neither side objected to the content of the legislation, which was broadly welcomed. There appears to have been no public debate.

Form of transposition

Directive was transposed by law in September 2004, a month before the October 2004 deadline.

The directive on employee involvement in European companies was transposed through legislation passed on 9 September 2004. The full title of the legislation is Act of 9 September 2004 on European companies and amendments to some acts (Zákon z 9. septembra 2004 o európskej spoločnosti a o zmene a doplnení niektorých zákonov).

The Act covered both employee involvement and the changes necessary to adapt Slovak company legislation to the Regulation on European companies. It came into effect on 1 November 2004.

Special negotiating body (SNB)

Selection of national members

Slovak SNB members for a European company are chosen using the same legislation as that for the choice of SNB members for a European works council. This states that they are chosen through agreement by the existing employee representative structures – both unions and works councils. Only if there are no existing representational structures is there a direct election.

The legislation itself has only a brief reference to the Slovakian membership of the SNB, saying that “nomination or election of members of the special negotiating body” is “governed by a special act” (§38). This special act is the Slovak Labour Code and the paragraph referred to is §244, which lays down the arrangements where a special negotiating body is set up to negotiate the establishment of a European works council. Under these arrangements Slovak SNB members are appointed by the existing employee representatives through joint negotiation. In these joint negotiations, votes are allocated between the employee representatives in line with the number of employees they represent. Employee representatives are defined elsewhere in the Labour Code as “the competent trade union body, works council or works trustees” (§11 of Labour Code). Works trustees are individuals elected in small workplaces, with fewer than 50 employees, who have the same rights as the works council.

Where there are no existing employee representatives, either the union or the works council/works trustee, SNB members are directly elected by the employees.

External trade union representatives

External union representatives are specifically permitted to be members of the SNB.

The legislation specifically states that Slovak employees may be represented on the SNB by an individual who is “not an employee” of the companies involved, provided that this has been authorised by the employee representatives. Where there are no employee representatives and the SNB members are elected directly, they must be employees (§38).

Financing of experts

Funding limited to a single expert “for a given area”.

The companies involved must bear the costs of the SNB, although the legislation states that they may “earmark in advance a corresponding volume of financial resources within a budgetary framework for payment of necessary expenditure”. The SNB can invite expert advisors to consultations, although regardless of the number invited, the companies should pay the costs of “only one expert for a given area” (§39).

This potentially allows for more than one expert to be paid for, if several areas are being examined.

Standard rules under the fallback procedure

Allocation of national seats on SE representative body

Members of the SE representative body are chosen in the same way as Slovak members of the SNB – through agreement by the existing employee representative structures – both unions and works councils. There are direct elections only where these structures do not exist.

Slovak members of the SE representative body, known in the legislation as the employees’ committee (Výbor zamestnancov) are chosen largely in the same way as Slovak members of the SNB. In other words, they are chosen at joint meetings by existing employee representatives, who can be unions, works councils or works trustees (the individuals with similar powers to works councils in smaller companies). The votes at these joint meetings are allocated pro rata with the number of employees represented. If there are no existing employee representatives in part of the company the employees elect a representative “to participate at the joint session”. In this area the legislation does not allow for external union representatives to be members of the representative body (§44).

Budget of representative body

The company should bear the costs of the representative body, including one expert advisor “for a given area”.

The legislation states that the same provisions that govern the funding of the SNB also govern the funding of the representative body (§44). This means that the European company must bear its costs, including “translation and interpreting, travel, board lodgings and the costs for expert advisors”, although the legislation also states that the company should pay the costs of “only one expert for a given area”. This potentially allows for more than one expert to be paid for, if several areas are being examined. The company is allowed to “earmark in advance a corresponding volume of financial resources within a budgetary framework for payment of necessary expenditure” (§39).

National procedure for the allocation of board seats

Employee representatives at board level from Slovakia are directly elected by the employees.

Board members who represent Slovak employees in a European company are directly elected by the employees themselves in the same way as employee board-level representatives in a Slovakia company. The legislation states (§53) that they are chosen in line with §200 of the Slovak Commercial Code. This provides for an election which should be organised by the board of directors in cooperation with the unions, or, if there are no unions in the company, with the employees who have a right to vote. Nominations must come from the unions, or be supported by at least 10% of the employees and employee board-level representatives must be employees.

Misuse of procedures and structural change

Misuse of procedures

The issue of misuse of procedures is not dealt with in the Slovak legislation.

The Slovak legislation does not refer to the misuse of procedures and so there is no protection where an SE is set up in order to deprive employees of their right to participate in company decisions.

Structural change

There is no requirement in the Slovak legislation to renegotiate the agreement if there has been structural change.

There is nothing in the legislation that requires the agreement to be renegotiated if there are structural changes after the SE has been set up.

Position of trade unions and employers

Unions and employers were not consulted on the introduction of the legislation and neither side made detailed comments on the legislation.

Although draft legislation was submitted to the tripartite economic and social council, it was not discussed before the legislation was adopted. Both the main union confederation KOZ SR and the employers’ associations expressed their regret that they had not had been consulted. Neither unions nor employers made any comments on the contents of the legislation, although both recognised it was important for the directive to be transposed. More generally, KOZ SR welcomed the legislation as a way of strengthening employee involvement and it supports the provisions of the Labour Code, which give clear rights to the trade unions. For more details see report from Peter Ondruška (KOZ SR) November 2004.

L. Fulton (2008) Anchoring the European Company in National Law - Country Overviews (online publication, prepared for worker-participation.eu)

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