Chapter IV B Informing the Works Council

Article 31

  1. If requested to do so, the entrepreneur shall in a timely fashion provide the Works Council and its committees with all the information and data such as they may reasonably be deemed to require in order to perform their duties. The information and data shall, upon request, be provided in writing.
  2. A t the beginning of every term of office, the entrepreneur shall provide the Works Council with written information on the following matters:
    1. The legal form of the entrepreneur: if the entrepreneur is not a legal entity under public law, the Articles of Association [statuten] of that legal entity must also be provided;
    2. If the entrepreneur is a natural person [natuurlijke persoon], a partnership [maatschap] or a partnership without legal form [niet-rechtspersoonlijkheid bezittende vennootschap]: the name and address of the said natural person or the names and addresses of the members of the said partnership or the managing partners of the said partnership without legal form;
    3. If the entrepreneur is a legal entity: the names and addresses of the members of the Supervisory Board or the Board of Management;
    4. If the entrepreneur forms part of a group of entrepreneurs: the entrepreneurs forming the group, the power structures linking them, and the names and addresses of those who in consequence of the said power structures are able to exercise actual control over the enterprise;
    5. Any entrepreneur or institution with whom the entrepreneur, other than by reason of the power structures mentioned under (d), maintains long-term relations of fundamental importance for the continuation of the enterprise, as well as the names and addresses of those who, as a result of such relations, are able to exercise actual control over the entrepreneur;
    6. The way in which the enterprise is organised, the names and addresses of the directors and other principal managerial staff, and the manner in which powers are distributed among them.
  3. The entrepreneur shall inform the Works Council as soon as possible of any changes occurring in the information specified in paragraph (2).

Article 31a

  1. In order to facilitate proper discussion of the general operation of the enterprise, the entrepreneur shall, at least twice a year, provide the Works Council, either orally or in writing, with general information concerning the activities and financial results of the enterprise relating to the preceding period and in particular regarding the matters mentioned in Article 25.
  2. In the case of an enterprise operated by a foundation or association as mentioned in Article 360, paragraph (3) of Book 2 of the Dutch Civil Code, a cooperative, a mutual insurance association, a public limited company or private limited company, the entrepreneur shall submit to the Works Council for the purposes of discussion and as soon as possible after the annual accounts have been drawn up, a copy of the annual accounts and the annual report in Dutch together with the other information required to be attached to these, pursuant to Article 392 of Book 2 of the Dutch Civil Code. In the case of an enterprise operated by a legal entity to which Article 163 or Article 273 of Book 2 of the Dutch Civil Code applies, the said material shall be submitted simultaneously with its submission to the general meeting of shareholders. The above shall apply mutatis mutandis to the statement that a legal entity is required to make, pursuant to Article 362, paragraph (6), last sentence, of Book 2 of the Dutch Civil Code.
  3. In the case of an entrepreneur belonging to a group of associated entrepreneurs, if the financial information relating to the said entrepreneur is included in a consolidated annual account as mentioned in Article 405 of Book 2 of the Dutch Civil Code, the entrepreneur shall submit to the Works Council for the purposes of discussion a copy of this consolidated annual account, the annual report and the other information as mentioned in Article 392 of the said Book regarding the legal body that compiled the consolidated annual account. If the financial information relating to such an entrepreneur is not included in a consolidated annual account, the entrepreneur shall instead submit to the Works Council for the purposes of discussion written information that will enable it to gain insight into the joint financial results of the enterprises operated by the said group of entrepreneurs.
  4. If the annual accounts of the entrepreneur relate to more than one enterprise, the entrepreneur shall simultaneously submit to the Works Council written information that will enable it to gain insight into the extent to which the enterprise for which the Works Council was established contributed to the joint financial results of those enterprises by. If a consolidated annual account as mentioned in paragraph (3) is submitted, the above shall apply mutatis mutandis.
  5. In the case of an enterprise operated by an entrepreneur to whom paragraph (2) does not apply, the entrepreneur shall submit to the Works Council for the purposes of discussion alternative written information to be designated by Order in Council [Algemene Maatregel van Bestuur, AMvB]. Paragraphs (3) and (4) shall apply mutatis mutandis.
  6. At least twice a year, for the purposes of discussing the general operation of the enterprise, the entrepreneur shall inform the Works Council orally or in writing of his expectations with respect to the activities and the financial results of the enterprise in the coming period, in particular with regard to such matters as mentioned in Article 25, and to all investments at home and abroad.
  7. If it is the entrepreneur’s custom to draw up a long-term plan for the enterprise, or an estimate or a budget for income and expenditure, that plan or estimate or budget, or a summary thereof, shall be submitted with explanatory notes to the Works Council and be included in the discussion. Paragraphs (3) and (4) shall apply mutatis mutandis.
  8. If the entrepreneur publishes an environmental report pursuant to Article 12, paragraph (2), or Article 12, paragraph (4), of the Environmental Management Act [Wet Milieubeheer], he shall submit to the Works Council for the purposes of discussion a copy of the said report as soon as possible after it has been drawn up. This obligation also applies with respect to an environmental report [milieuverklaring] as specified in Article 12.3 of the Environmental Management Act.

Article 31b

  1. At least once a year, for the purposes of discussing the general operation of the enterprise, the entrepreneur shall provide the Works Council with general information in writing concerning the number of persons working in the enterprise, the various groups thereof and their size, and the social policy pursued in respect of the said persons during the preceding year, in particular with regard to the matters mentioned in Articles 27, 28 and 29. This information shall be sufficiently specific in terms of numbers to show the effect various aspects of social policy have had on individual parts of the enterprise and individual job groups.
  2. The entrepreneur shall also give notice, orally or in writing, of his expectations with regard to staffing developments in the coming year and of the social policy he will pursue in that year, in particular with regard to the matters mentioned in Articles 27, 28 and 29.

Article 31c

The entrepreneur shall notify the Works Council as soon as possible of any intention on his part to commission an outside expert to make recommendations on any of the matters mentioned in Article 27.

Article 31d

  1. At least once a year, as part of the information provided for the purposes of discussing the general operation of the enterprise, the entrepreneur shall provide the Works Council with information in writing concerning the provisions (including the amounts involved) of the schemes and agreements made regarding terms of employment for the various groups of employees within the enterprise.
  2. At the same time, the entrepreneur shall also provide information in writing concerning the provisions (including the amounts involved) of the schemes and agreements made regarding terms of employment with the management representing the legal entity, and the total remuneration paid to the supervisory body mentioned in Article 24, paragraph (2).
  3. The information to be provided pursuant to paragraphs (1) and (2) shall clearly indicate in percentage terms how the schemes and agreements regarding terms of employment compare to each other and to those of the preceding year.
  4. If a group as mentioned in paragraph (1), the management or the supervisory body mentioned in paragraph (2), should consist of fewer than five persons, two or more functions may be combined for the purposes of the application of these paragraphs, so that a group of at least five persons is created.
  5. The entrepreneur is obliged to inform the Works Council as soon as possible of any significant changes made to these schemes and agreements.
  6. This Article applies only to enterprises that normally have at least 100 employees.

Article 31e

Article 31 (d) does not apply to:

  1. A private limited liability company in which one of the managers or supervisors is a natural person with a direct or indirect interest in the legal entity, pursuant to Article 4.6 of the Income Tax Act 2001 [Wet inkomstenbelasting 2001], or
  2. A legal entity to which Article 396 or 397 of Title 9 of Book 2 of the Dutch Civil Code apply.