Digital solutions to provide better information on companies and their structures: comments from a key stakeholder Dr. Sigurt Vitols European Trade Union Institute Presentation for the European Commission Conference on “Company Law in the Digital Age” Brussels, 2 October 2015

Main points of presentation ● Current situation does NOT fulfill minimum information needs of workers and their representatives ● Number of employees, ownership, group structure, basic financial data a ‘black box’ in unlisted companies ● Cost + information overload arguments against transparency DO NOT apply to bulk of companies ● ‘Red rags’ for TUs – SUP, digital X-border company registration, X-border transfer of registered office ● Letterbox companies ● Undermining social standards ● Tax evasion ● How can we identify ‘serious’ companies?

Information needs of European trade unions ● Policy evaluation – impact of legislation on e.g. ● Societas Europaea/European Company (SE) ● EU Cross Border Merger Directive ● Employee numbers key for trade unions ● Often triggered by minimum employee numbers, e.g. ○ 5 employees for German works councils ○ 25 employees in Sweden for board level worker representation ● ETUI’s SEEurope traces development of SEs since 2003 ● Network of correspondents from each EU/EEA country ● Regular check of national registries + TED for SEs ● Commissioned research by Lexidale on Cross Border Mergers and worker participation ● Current situation: “Looking for a needle in a haystack”

Some examples from ETUI research ● 70% of SEs are “UFOs” ● National registries lack basic information e.g. # of employees on 1689 of 2423 SEs (Sept 2015) ● 43% of SEs not listed in Tenders Electronic Daily (TED) (Sept 2013) ● TED also lacks basic information on SEs e.g. agreements on worker participation ● Lexidale study of CBMs involving worker participation ● Information not available for 33% of CBMs on: ○ # of employees in ‘merged’ companies ○ Relationship between merging companies (e.g. members of same company group) ● Agreements on worker representation arrangements, employment impact of merger etc. often missing

A cost-effective digital solution for nonfinancial reporting? ● Main cost of ESG reporting: “glossy” publications? ● ESG data collection small percentage of total costs ● ESG reporting in Europe through XBRL (eXtensible Business Reporting Language)??? Cost range of non-financial reporting for large companies (€ 000) Source: Study for COM by CSES (2011: iv)

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