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News on European Companies (SE) http://ecdb.worker-participation.eu

April 2014

Melinda Kelemen, Michael Stollt and Anders Carlson

(SEEurope Network, ETUI)

Contents 1. Overview and latest SE figures

2. SE companies recently added to the ECDB – selected cases

3. In focus: SE board members: workers’ participation ambassadors

4. Planned SEs

5. Transfers of seat

6. Other changes in the ECDB (de-registrations, transformations, name changes)

Appendix

1. Overview and latest SE figures: Slowdown or new dynamics?

In the past few months the SE ‘market’ trends have shown some slight differences

compared with earlier periods. First of all, the number of SE establishments in the

Czech Republic has slowed down noticeably. At the same time, never before have so

many firms been on our ‘planned SE’ list – among others, such famous names as

Airbus Group SE in the Netherlands, Schneider Electric S.A., Christian Dior S.A. and

LVMH MOET HENNESSY LOUIS VUITTON S.A. in France have announced their

intention to transform.

In Germany several companies with significant workforces have finished their

organizational transformation, such as Axel Springer SE and KAESER

KOMPRESSOREN SE.

On the other hand, a handful of companies – among them some of the ‘oldest’ SEs –

were transformed into a national company form (such as Deloitte SE) or went into

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http://ecdb.worker-participation.eu/show_factsheets_details.php?se_id=2833&source=search

http://ecdb.worker-participation.eu/show_factsheets_details.php?se_id=2822







Melinda Kelemen, Michael Stollt and Anders Carlson - News on European Companies (April 2014)

2 © ETUI 2014

liquidation. The Germany-based company Elster Group SE also made official its plan

to transform back from an SE into a national form, GmbH.

Several transfer of seat were also accomplished in the past few months, one of the

largest companies being The Acon Group SE (active in the financial service industry),

which moved from the Netherlands to Germany.

As regards employee information, consultation and participation rights,

unfortunately not too much improvement can be reported. Very few companies

compared with the total number of established SEs follow the rules on involving their

employees in the negotiation process required by the SE Directive (2001/86/EC).

Since October 2013, however, at least four new SEs have been registered which

complied with the rules: Allianz Global Corporate & Specialty SE, Axel Springer SE,

Inros-Lackner SE and Kaeser Kompressoren SE (all headquartered in Germany).

Current figures in brief as of 21 March 2014 since the previous SE News (October,

2013):

− A total of 2,125 SEs were registered in 25 countries of the European Economic

Area (EEA), an increase of 159 SEs in the past five months (1,966 SEs – October

2013).

− During this period, at least seven companies with more than five employees – five

in Germany, one in France and one in Ireland – have finished their conversion

process. At present, 289 SEshave been identified by the ECDB as ‘normal’ (269

SEs - October 2013).1

− To our knowledge, only Bulgaria, Croatia, Greece, Iceland, Romania and Slovenia

still host no SEs (no change since October 2013).

− 8 SEs moved their registered office from one EEA country to another.

− In addition to the already registered SEs, the ECDB currently provides

information on 16 planned SEs.

1 The number of ’normal’ SEs (> 5 employees) is likely to be significantly higher as a consequence of the persisting gap in employment information caused by inadequate publication rules in the SE legislation. By far the most SEs have been set up by way of a subsidiary and had no employees at the time of foundation. For many, after the so-called activation process – when a company is sold and/or ‘activated’ by shareholders – this is likely to have changed in the meantime.








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For further ECDB figures on SE developments visit:

http://www.worker-participation.eu/European-Company-SE/SE-COMPANIES/Facts-and-Figures




4 © ETUI 2014

2. SE companies recently added to the ECDB – selected cases2

The figures cover the entries taken from national registers and Tenders Electronic

Daily3 since the previous SE News (October 2013).

Identified ‘Normal’ SEs

(companies with >5 employees, total: 289)

In the past five months, several former ‘planned’ companies have completed their

transformation. Thus seven new SEs have been added to the ‘normal’ category since

the last SE News. Four of them have opted for the founding form of conversion, three

for merger.

Company Sector HQ Form of est. CG SNB Out-

come I/C P

Emplno./ year

Reg. date

KTG Agrar SE Food, Hotel, Catering & Agri-culture

Germany Con-version

Two-tier

2013 : 591

04/11/2013

Allianz Global Corporate & Specialty SE

Services Finance

Germany Merger Two-tier

Yes Agree-ment

Yes Yes 2013 : 2000

11/11/2013

KAESER KOMPRESSOREN SE

Metal Germany Con-version

Two-tier

2013 : 2262

11/11/2013

XL Re Europe SE Services Finance

Ireland Merger One-tier

29/11/2013

Axel Springer SE Services Commerce

Germany Con-version

Two-tier

Yes Agree-ment

Yes No 2013 : 11266

02/12/2013

PaySquare SE Services Finance

Nether-lands

Merger One-tier

27/12/2013

INROS LACKNER SE

Building & Woodwork

Germany Con-version

Two-tier

Yes Agree-ment

Yes No 10/03/2014

Abbreviations: HQ = Headquarters // Form of est. = Form of establishment // CG = Corporate governance structure // SNB = Special Negotiating Body was set up // I/C = Information and consultation rights // P = Participation rights (board-level representation)// Empl. = Number of employees concerned // Reg. date = Registration date.

for details on the categories see: http://ecdb.worker-participation.eu/lexicon.php

Allianz Global Corporate & Specialty SE: Allianz Global Corporate & Specialty

SE (AGCS SE) is the fourth SE established under the ‘Allianz’ brand name, a

subsidiary of Allianz SE. AGCS SE is the industrial insurer of the Allianz Group. The

AGCS SE was founded by a cross border merger between AGCS AG (Germany) and

AGCS S.A. (France). Before the merger AGCS AG had one-third employee 2 For the exact definition of the different SE categories – as used by the ECDB – see: http://ecdb.worker-participation.eu/lexicon.php 3 TED, the online version of the 'Supplement to the Official Journal of the European Union’, available at: http://ted.europa.eu/TED













http://ecdb.worker-participation.eu/lexicon.php



http://ecdb.worker-participation.eu/lexicon.php

http://ted.europa.eu/TED


5 © ETUI 2014

participation in the supervisory board (two employees and four representatives of the

shareholders at that time). After the merger, each country (Germany and France)

now has one employee representative on the SE’s supervisory board whose size

remained at a total of six members.

Axel Springer SE: the Annual General Meeting approved the conversion of the

company’s legal form into an SE on 24 April 2013 and the large international

multimedia company completed its conversion process in December 2013. The

company kept its two-tier board structure. According to the agreement on employee

involvement, the employees will henceforth have their transnational information and

consultation rights realized through an SE works council (an EWC already existed,

since 2005). However, due to the special rules applying to media companies in

Germany (‘Tendenzschutz’) there was and will be no board-level participation.

INROS LACKNER SE: at the Germany-based engineering company a special

negotiating body (SNB) was established on 24 April 2013. The process took a while,

but the SE was registered at 10 March 2014. According to the company press release

available on the company website, with its conversion, the company has implemented

a leaner and more flexible organizational structure. The company has kept its two-tier

board structure. An SE works council ensures the cross-border information and

consultation rights of the workers, but there will be no participation rights for

employees on the supervisory board.

KAESER KOMPRESSOREN SE: Kaeser Kompressoren SE is a large, Germany-

based supplier of air systems. The company has more than 2,200 employees (around

about 1.900 in Germany). The whole Group has about 4,400 employees worldwide.

According to the agreement, the company has kept its two-tier board structure. The

SE has an SE works council and one-third board-level representation in the

supervisory board. The size of the supervisory board results from its Articles of

Association (the number of members must be divisible by three).

In the case of the agricultural company KTG Agrar SE (Germany), the Ireland-based

reinsurer company XL Re Europe SE and the financial services company PaySquare

SE in the Netherlands details about the negotiation process are not yet known to the

ECDB.









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In addition to the new registrations, as a result of further research nine companies

were re-categorised as ‘normal’ SEs (>5 employees). Most of them had been

categorised as ‘UFO’ in the Czech Republic or, to a lesser extent, ‘empty’ SEs: D.I.C.

MANUFACTURING SE, DESMONTES, SE, ESSENS EUROPE SE, Great Garden CZ,

SE and MACHALA GROUP SE registered in the Czech Republic, BIOTRONIK MT SE

and LIVIA Corporate Development SE registered in Germany, AXON Neuroscience,

SE registered in Slovakia.

‘Empty/micro’ SEs

(Companies with 0–5 employees; total: 324)

Only one recently established company – in Germany – was added to the

‘empty/micro’ category. Database crosschecks and further research made it possible

to re-categorise close to 30 UFOs to ‘empty/micro’ companies, mainly in the Czech

Republic.4

‘UFO’ SEs

(Companies with regard to which no information on employees is available to the

ECDB, total: 1, 512)

As usual, the overwhelming majority of the recently established UFO companies are

in the Czech Republic (at least 81 UFOs).5 There are also 18 new SEs in Germany, 11

in Slovakia and one in the Netherlands, of which little is known yet. However, based

on experience, most of them are deemed to be shelf companies on establishment. In

Germany, these new registrations include four Atrium and three Blitz companies. 6

4 For the full list, please go to the database advanced search function and filter by status (‘established’) and type (‘empty/micro’). 5 The reason why the number of UFOs is so high and why it continues to increase (especially in the Czech Republic, which accounts for almost 80 per cent of the total number of UFO SEs in the ECDB) has been discussed many times in the News (see archived Newsletters). See also J. Cremers and A. Carlson (2013) ‘SEs in the Czech Republic’, in: J. Cremers, M. Stollt and S. Vitols (eds) (2013) A decade of experience with the European Company, Brussels: ETUI, 2013, pp. 107–122. 6 For the full list of recently established UFO companies please go to the database advanced search function and filter by status (‘established’), type (‘UFO’) and registered seat (for example, ‘Czech Republic’).









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3. In focus: What do we know about board-level employee representatives in SEs?7

The European Workers’ Participation Competence Centre has identified at least 156

worker representatives on supervisory and administrative boards of SEs. The

majority of these sit on a supervisory board, but there are a few SEs which have a

single board structure. Here, the employees are represented on the SE’s

administrative board.

Depending on the legal construction prior to the establishment of the SE, the share of

board-level employee representatives ranges from a single member to up to half of

the board seats. However, in no SE can the worker side ultimately prevent a board

decision from being taken as long as the representatives of the shareholders act in

unison. Where half of the board consists of employee representatives, the chairman

has a casting vote in the event of a tie (SE Regulation, Art. 50 (2)).

The selection procedure of the board members differs from one SE to another. In

most cases, the SE agreements on worker involvement provide the SE Works Council

with the decisive role in determining the employee representatives to the board.8

The most fundamental innovation brought about by the SE legislation was the

possibility to internationalise the composition of employee representation on

company boards. In general, employee mandates on the board are allocated in

proportion to the geographical distribution of the workforce across countries. The

employee board-level representatives come from 16 different countries. A total of 77

per cent of them come from Germany, which can be explained by the high number of

SEs with board-level employee representation rights headquartered in Germany, and

the commonly found concentration of the workforce in the home country. In many

cases, the SE has thus led to an internationalisation of the boardroom; experience

with board-level employee representation has in this way been indirectly spread to

countries in which such representation does not exist in the domestic corporate

governance system.

7 This part is largely based on a text published in the ETUI/ETUC’s Benchmarking Working Europe report 2014 (http://www.etui.org/Publications2/Books/Benchmarking-Working-Europe-2014) 8 Rose E. and R. Köstler (2014) Mitbestimmung in der Europäischen Aktiengesellschaft (SE). Betriebs- und Dienstvereinbarungen. Analyse und Handlungsempfehlungen. 2. Auflage. Frankfurt am Main: Bund-Verlag, p. 99.

http://www.etui.org/Publications2/Books/Benchmarking-Working-Europe-2014


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The European trade union movement has insisted from the beginning that board-

level employee representatives must be understood to hold and act upon a genuinely

European mandate to represent the interests of the entire European workforce.

This Europeanisation of board-level employee representation entails both

opportunities and challenges. On one hand, for workers outside the home country, an

additional channel for interest representation is opened up, and a new arena emerges

for international cooperation and articulation between workers’ representatives and

trade unions across Europe.

On the other hand, it brings a number of new challenges, chiefly the increased need

for coordination among the workers’ representatives and their unions, in order to

ensure a joint understanding and a common approach. As a rule, there are only one

or two representatives from countries other than the country in which the company

has its headquarters. Furthermore, if these come from a country where board-level

employee representation is unknown or practised differently, there is even more need

to align the employee side. Different approaches to confidentiality can, in particular,

be problematic, especially against the background of the individual liability of board

members.

Furthermore, it should be borne in mind that the internationalisation of boards is no

longer limited to the SE alone: the application of the Cross-Border Merger Directive

(CBMD), for example, can also result in a board which includes employee

representatives from different countries.


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4. Planned SEs (total: 16)

We are currently aware of 16 companies in which the process of SE foundation has

officially been started. Since the previous SE News 9 new planned SEs were added

(marked below as new!). Most planned SEs involve companies currently headquartered

in Germany. According to sources available to the ECDB (for example, company press

releases or official company documents), the companies that have already started a

foundation process are:

− Airbus Group SE (NL) new!

− biolitec AG (DE)

− Bwin Interactive Entertainment AG / PartyGaming Ltd (UK/Granada)

− Christian Dior S.A. (FR) new!

− CML GROUP SE (DE)

− EFT INVESTMENTS PLC (CY)

− finetunes GmbH (DE) new!

− IEC EUROPETROL Plc (UK)

− Kathrein SE (DE) new!

− LVMH MOET HENNESSY LOUIS VUITTON S.A. (FR) new!

− SAP AG (DE) new!

− Schneider Electric SA (FR)

− STO Aktiengesellschaft (DE) new!

− Ströer Media AG (DE)

− Valtech SA (FR) new!

− XL ILC SE (UK) new!








































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5. Transfer of seats (total: 94)9

In the past five months 7 companies have relocated their corporate headquarters:

− VOTORANTIM CEMENTS INTERNATIONAL (SPAIN) SE (metal industry) from

Denmark to Spain;

− Global Graphics SE (IT services) from France to the United Kingdom;

− DNXCORP SE (IT services) from France to Luxembourg;

− NORTEC, SE (financial services) from Slovakia to the Czech Republic;

− The Acon Group SE (financial services) from the Netherlands to Germany;

− Tipp24 SE (financial services) from Germany to the United Kingdom;

− TREVI HOLDING SE (special engineering activities) from Denmark to Italy.

Most of the companies on the ‘planned transfers of seat’ list below have been engaged

in the process for a while:

− Vegas77 Entertainment SE from Germany to the Netherlands;

− DUFERCO SALVAGE INVESTMENT HOLDING SE from Ireland to

Luxembourg;

In addition to a new announcement, HUMBERTO SE, at least 22 SEs in the United

Kingdom filed a transfer proposal at Companies House a while ago. They are however

at the moment still located in the United Kingdom.

9 Including 11 deregistered and 4 transformed companies. For more information on the issue of

transfer of seats see also the 01/2013 edition of the SE News.











http://ecdb.worker-participation.eu/documents/uploads/n_news-on-ses-01012013.pdf


11 © ETUI 2014

6. Other changes

Recently transformed and deregistered SEs (total: 65)

According to the information available to the ECDB, in the past five months several

companies – for example, Deloitte SE in the Netherlands, Form Online Holdings SE

in the United Kingdom, GOSENTANA SE in the Czech Republic, SpiritON MEDIA

Holding SE in Germany and ORTUS CASA SE in Spain – were deregistered.

The former S.K. Holding SE in Germany has been transformed through a merger with

Susanne Klatten Beteiligungs GmbH. The paper company SCA, which employs nearly

seven thousand people, opted for transformation too and continues operations as

SCA GmbH. Also in Germany, Elster Group SE has started the process of conversion

back into a national form (GmbH).











12 © ETUI 2014

Appendix

Overview table – SEs by country and status

Countries Established Planned Transfer of seat

Normal Empty/ Micro

UFO Total (from) (to)

Austria 10 9 0 19 4 9

Belgium 4 1 5 10 2 2

Bulgaria 0 0 0 0

Cyprus 6 4 4 14 1 6

Croatia 0 0 0 0

Czech R. 66 161 1268 1495 4 6

Denmark 0 2 1 3 7

Estonia 5 0 1 6

Finland 1 0 0 1 1 1

France 13 5 5 23 4 7 5

Germany 138 74 80 292 7 8 8

Greece 0 0 0 0

Hungary 4 1 0 5 1 1

Iceland 0 0 0 0

Ireland 2 4 4 10 1 2

Italy 1 0 1 2 2

Latvia 3 1 0 4

Liechtenstein 1 0 5 6

Lithuania 1 1 0 2

Luxembourg 9 10 8 27 14 11

Malta 0 4 1 5 3

Netherlands 13 12 8 33 18 3

Norway 2 2 0 4 2

Poland 0 1 1 2 1

Portugal 0 0 1 1

Romania 0 0 0 0

Slovakia 4 19 69 92 4 1

Slovenia 0 0 0 0

Spain 0 2 1 3 1 3

Sweden 1 0 4 5 2

UK 5 11 45 61 3 4 15

Total: 289 324 1512 2125 16 79

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