1. confidentiality regulations for EWC activities EUROPEAN RULES NATIONAL RULES CONVENTIONAL RULES ELEMENTS FOR DISCUSSION AND SUGGESTIONS

2. EUROPEAN RULES

3. confidentiality regulations European rules for EWC activities ● directive 2009/38 EWC (recast) two levels of confidentiality : ● members of SNB, EWC + experts ● not authorised to reveal any information which has expressly been provided to them in confidence ● even after the expiry of their term of office ● no obligation for central management to transmit information when its nature is such that, according to objective criteria, would seriously harm the functioning of the undertaking or would be prejudicial (subject to prior administrative or judicial authorisation) employees’ representatives may initiate administrative or judicial appeal procedures including procedures designed to protect the confidentiality 3

4. confidentiality regulations European rules ● directive 2001/86 European Companies (SE) two levels of confidentiality : ● members of the SNB, of the representative body + experts ● not authorised to reveal any information which has (-) been given to them in confidence ● even after the expiry of their term of office ● no obligation for the supervisory or administrative organ to transmit information where its nature is such that, according to objective criteria, would seriously harm the functioning of the SE or would be prejudicial (subject to prior administrative or judicial authorisation) employees’ representatives may initiate administrative or judicial appeal procedures including procedures designed to protect the confidentiality 4

5. confidentiality regulations European rules ● directive 2002/14 general framework info & consult two levels of confidentiality : ● employees’ representatives + experts ● not authorised to reveal to employees or to third parties any information which in the legitimate interest of the company has expressly been provided to them in confidence ● even after the expiry of their term of office ● however possibility to pass on confidential information to employees and third parties bound by an obligation of confidentiality ● no obligation for the employer to communicate information or undertake consultation when its nature is such that, according to objective criteria, would seriously harm the functioning of the undertaking or be prejudicial (-) administrative or judicial review procedures when confidentiality is required or when the employer does not provide the information including procedures designed to safeguard the confidentiality 5

6. NATIONAL RULES

7. confidentiality regulations national rules ● Finland : act 335/2007 – 620/2011 ● employees’ representatives and experts have to keep confidential information obtained concerning : ○ business and trade secrets ○ non-public information relating to the financial position that would probably be prejudicial ○ security rules that would be prejudicial ● this does not prevent them from disclosing the information to other employees or representatives or experts, after having informed them of the confidential nature ● precondition : ○ management must indicate what information is considered secret ○ management must indicate that information is confidential ● the obligation shall continue during the entire duration of the contract, for experts also after termination of the task ● no obligation to provide information that might cause significant damage or harm the company 7

8. confidentiality regulations national rules ● Belgium two levels of confidentiality : ● law 23.04.1998 ○ central management can announce to SNB and EWC members and their experts the confidential character of the information whose disclosure could seriously harm the company ○ delegates are required not to disclose ● Royal Decree 10.08.1998 ○ in so far as disclosure could seriously harm the company according to objective criteria ○ central management is authorised not to communicate : distribution margins, the turnover in absolute value, the level and evolution of cost and selling price per unit, the distribution of costs by product, proposed location of new retail outlets (distribution), scientific research, breakdown by company of the income statement appeal procedures ? new rules 2009 ? 8

9. confidentiality regulations national rules ● France : act 96/985 – decree 2011/1328 only one level of confidentiality : ● members of SNB, EWC + experts ● required to observe professional secrecy and discretion ● manufacturing processes = professional secret ● discretion with respect to confidential information presented as such by the head of the company appeal procedures ? 9

10. confidentiality regulations national rules ● Germany : law of 26.10.1996 – 18.06.2011 two levels of confidentiality ? ● central management is obliged to provide information only where business or operating secrets are not jeopardised ● EWC members or deputies shall not divulge or make use of secrets that have been expressly designated as confidential ● this continues to apply to former EWC members ● does not apply vis-à-vis other EWC members, local representatives, supervisory board members, interpreters and experts ● obligation to preserve confidentiality also includes SNB members, local representatives, experts and interpreters appeal procedures ? 10

11. CONVENTIONAL RULES

12. confidentiality regulations conventional rules source : R.Jagodzinski / ETUI EWC Database 2011 1004 533 139

13. ● negative provisions ● EADS the obligation to confidentiality relates to all information disclosed by central management, irrespective of the subject matter, nature or medium of the information provided some information is highly confidential (must under no circumstances be disclosed within or outside the group), some is confidential (must not be disclosed outside the group) and this of permanent or temporary nature ● Stena EWC sessions will not be deemed «open» unless the topic was identified by management as non-confidential issues are not to be debated outside the EWC confidentiality regulations conventional rules 13

14. confidentiality regulations conventional rules ● negative provisions ● TNT management can ask not to share the given information with the national representatives ● West Pharmaceutical Services all matters discussed with the EWC are to be regarded as confidential ● VW Bordnetze all information from the employers’ side shall exclusively be considered business secrets which require confidentiality 14

15. ● positive provisions : limited use ● Agusta Westland the company should be as open as possible in the provision of relevant information the company shall not unreasonably designate information as confidential the employee representatives may challenge confidential information ● Coca Cola Hellenic Bottling the company confirms that it will not use confidentiality to avoid its duty to provide the fullest possible information the company will indicate in advance if, and for what period of time and towards whom certain information has to be kept confidential confidentiality regulations conventional rules 15

16. confidentiality regulations conventional rules ● positive provisions : different levels ● Amadeus IT information shall be clearly stated to be confidential, information which is only for internal distribution shall be clearly stated to be « internal » ● Johnston Press Group levels of confidentiality : critical (public announcement would seriously harm the company, share price sensitive) - secret (information of commercial value, not time sensitive, indefinitely confidential) - embargoed (no disclosure in advance of a stated embargo date) ● Segerström the degree of confidentiality shall be indicated : to be handled only within the EWC group, with other elected representatives or another given group or meeting 16

17. ● positive provisions : prior discussion ● Falck World Works Council some information may need to be treated as confidential ; in such case management will consult the UNI representative ● LSG Sky Chefs employees’ representatives and management will discuss and agree which issues fall under the obligation to maintain secrecy ● Philips management may request on a case-by-case basis that information will not be provided to any third party ; management shall consult with the Select Committee prior to making such request confidentiality regulations conventional rules 17

18. confidentiality regulations conventional rules ● positive provisions : conciliation ● Covidien Select Committee can question confidentiality and may request management to reconsider its position ; any recipient of such information can request discussion with the ombudsman to resolve issues concerning confidentiality in good faith ● Alcoa any breach of confidentiality will give rise to arbitration both management and the employee representatives shall appoint one member to the arbitration board together they choose a neutral chairperson ● Autogrill should there arise any disputes relating to the confidential nature of the information, a technical settlement committee shall be formed (ref. Italian law) 18

19. ELEMENTS FOR DISCUSSION AND SUGGESTIONS

20. ● elements for discussion ● secret or confidential ? ● who are the « third parties » ? ● expressly : written, orally, argumented ? ● prohibition on disclosing information obligation to inform local employees or their representatives of the content and the outcome of the information and consultation procedure « without prejudice to article 8 » (confidentiality) confidentiality regulations 20

21. confidentiality regulations ● suggestions ● a good agreement can avoid future discussions ● nothing is really confidential nevertheless, it can sometimes be useful to accept it provided the information is really relevant and useful e.g. discussion about a new evaluation system ● leaks often come from management side so confidentiality must apply equally to both parties and stops when breached by employer e.g. closure of a German branch ● never accept confidentiality without a discussion ○ on what exactly is to be considered confidential ○ on the motivation why this is necessary ○ on the people / groups with whom it can be shared ○ on the timing 21 secret

22. confidentiality regulations THANK YOU ! 22