The European Company (Societas Europaea (SE)) Statute enables companies to operate their businesses on a European-wide basis and be governed by a supra-national European law directly applicable in the Member States, rather than by national law.
Registering a European company can be a profitable business decision, which can improve a company’s global competitiveness, reduce administrative and legal costs, and make decision-making processes faster and more efficient.
A European Company’s governing body shall convene general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administrative board (single-tier system).
SEs can be formed in the following ways:
- By merger of national companies from different Member States.
- By the creation of a joint venture between companies in different Member States.
- By the creation of a SE subsidiary of a national company.
- By the conversion of a public limited company previously formed under national law.
However a European Company is formed, it cannot be registered and brought into existence unless an agreement on arrangements for employee involvement has been concluded, or if the period for negotiations has expired without an agreement having been reached.
EU member states differ in the degree of worker involvement in corporate management. In Germany, most large corporations are required to allow employees to elect a certain percentage of seats on the supervisory board. Other member states, such as the UK, have no such requirement. In those states the normal procedure is adopting the standard rules.
Involvement of employees in the decision-making process guarantees the right of employees to influence decisions to be taken within the company using the mechanisms of information, consolation and participation.
Employee involvement in an SE is governed by the provisions of EU Directive 2001/86/EC.
After the management bodies of the participating companies draw up a plan for the establishment of a European Company, they shall take the necessary steps to start negotiations with the representatives of the companies’ employees on arrangements for the involvement of employees in the SE.
For this purpose, a special negotiating body (SNB) shall be created. Its members shall be elected or appointed in proportion to the number of employees employed in each Member State by the participating companies and concerned subsidiaries or establishments.
SNB is responsible for negotiating an agreement establishing a European Works Councils (EWC) or setting up a Representative Body (RB) similar to an EWC.
Negotiations may take up to six months and can be extended up to a total of one year.
When and if an agreement is concluded, then the general meeting of shareholders steps in the approval of the formation of a Societas Europaea.
The registration of a European Company must be disclosed in the Official Journal of the European Communities. Every SE must be registered in the State where it has its registered office, in a register designated by the law of that State.
Involvement of a language services provider in the process of founding and managing a European Company (SE)
- In preparation for any of the meetings, of establishing a SNB, RB and EWC, a translation company shall translate all background documents that have to be presented and discussed at the meeting, along with the draft agreements and meeting’s agenda.
When management and employees’ representatives negotiate on an agreement for establishing European Works Councils, all those meetings have to be documented with translations into all languages of the participants.
Participants in those negotiations are managers and employees from each Member State of the participating companies and concerned subsidiaries or establishments.
Often independent experts and trade unions are also involved in the negotiations process.
This means that the language translations needed can reach to and even exceed 23 languages.
For all of the aforementioned meetings, at least 2 interpreters per language shall be available.
Every participant must be able to communicate with all the others.
It is advisable that simultaneous interpretation is used, instead of consecutive interpretation. Consecutive interpreting can slow down the meeting in times.
Meetings for establishing European Works Councils are similar to multilingual conference ones and similar techniques to conference interpreting apply.
It is not advisable to rely on a single interpreter per language, because one interpreter cannot effectively interpret for more than a couple of hours at most.
Interpreters must work in team of at least two interpreters per language using the most suitable for the event simultaneous interpreting techniques and relevant technical equipment.
As a practise, European Work Councils meet couple of times per year and all those meetings require the involvement of relevant interpretation and language translation professionals.
Best practise will be to use the services of the same translation company for every meeting and this way ensuring consistency year on year.
After meetings, it’s important that every participant has an accurate record of what was said and what was agreed upon.
A translation company must provide full translations of the minutes and the meeting’s executive summary report along with a full transcript which to be used for archiving purposes.
- Finally, the negotiated agreements must be translated in comparison to the prior translated draft agreements.
The need for professional language services in the process of founding and managing a European Company (SE) can be best met by a translation company that:
It is preferable that the translation company is based in Germany.
The idea of employee participation in SE was taken from, and based on the German model of involvement of employees in corporate management.
Germany is the country with the highest number of active EWCs. According to the Database on European Works Council Agreements, currently there are 969 active EWCs and 315 of them are active in Germany.
It can be assumed that a Germany-based translation company will have the most experience working for establishing and managing EWCs and SEs.
Has excellent knowledge of SE and Works Councils legislation at European and local level.
A translation company shall be specialised in the relatively new legal form of European Company and employee involvement models and be familiar with the relevant European Union legislation.
The main characteristics of the Societas Europaea are determined by the European SE Regulation 2 and SE Directive 3; however certain characteristics are governed by national law.
An EWC agreement is always signed under the EWC legislation of the country where the parent company is established.
A translation company must have knowledge of SE and EWC legislation applicable in various Member States.
Has a satisfying knowledge of the Member States Trade Unions legislation (especially applicable in countries, such as Germany, Belgium, Sweden, Finland, which have strong, centralized trade unions).
Involvement of trade unions on equal footage with employee representatives in the negotiations process is a common practise. It is they who must negotiate the level of employee participation and make it a reality.
- Has the ability to access a large team of in-house and freelance translators with a proven track of experience in SE and Works Councils negotiations.
Has a professional pool of simultaneous interpreters with experience in interpreting for EWC and/or multilingual conferences.
A translation company shall be able to provide interpreter teams for all of the 23 official EU languages to accompany the European Company foundation proceedings and the work of the newly founded SE Works Councils.
Has access to suitable simultaneous conference interpreting equipment.
If required, a translation company shall also be able to provide the necessary interpreting technical equipment (traditionally those are soundproof interpreter booths, interpreter consoles, wireless headsets, etc.)
Offers high quality meetings’ executive summary reports, translation of minutes and transcription services.
Executive Summaries contain the highlights of a meeting, listing the main facts and the opinions of the participants (couple of pages per hour of audio).
Translation of minutes refers to conference minutes at the time.
It is advisable that every meeting is both audio and video recorded and later the data is used for carrying out the transcription process. Transcription is the conversion of a spoken language source into written form.
The transcript (a full record of the meeting) is kept in archives for future references.
Offers Desktop Publishing Solutions
A translation services provider shall offer a full set of desktop publishing solutions, so that the meetings’ reports, minutes’ transcripts and meeting negotiations are ready for immediate distribution.
- Accepts confidentiality and security issues very seriously and is ready to sign a non-disclosure and confidentiality agreements.