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Da: Comitato Aziendale Europeo e Relazioni Internazionali, Documents in English

SNB and IBM drafts for CAE constitution


This agreement is in application of European Union Directive 94/45 EC of
22 September 1994,
which institutes European-level information and consultation procedures.
It is hereafter referred to as the 'Directive'.
IBM is active in the Information Technology industry, an extremely dynamic
and rapidly changing industry requiring decisive management of its
business and speed of execution of its decisions and

IBM management believes that the success of its business will be improved
by employees being well informed of matters concerning the company and
decisions directly affecting them. IBM seeks to achieve this through
direct communication with its employees and also through dialogue with
such employee representatives designated by law for this purpose.

It is in this spirit that management of IBM Europe, Middle East and Africa
(EMEA) representing the relevant IBM organisations in the Member States
called together a Special Negotiating Body of employee representatives
from countries having implemented the Directive, pursuant to Article 5 of
the Directive, in order to negotiate for an agreement on the
European-level information and consultation procedure tailored to  these

After negotiations, a meeting of these representatives with IBM management
on (date) resulted in the present agreement.

SNB -                I - AIM Of AGREEMENT

In order to guarantee the right of employees to information and
consultation at European level a European
Works Council (EWC) is established. It shall be called, IBM European Works

IBM -                  I - AIM OF AGREEMENT

In order to implement   the right of employees to information and
consultation at European level a European Group Works Council shall hereby
be established. It shall be called the "IBM European Group  Council" (EGC).

The competence of the EGC shall be limited to information and consultation
on specific matters
as defined hereafter (Sections VI and VII) which concern IBM EMEA as a
whole or IBM companies or group of companies in at least two different
Member States. According to the subsidiarity principle, the EGC will not
involve itself in matters which can be adequately addressed by national or
local consultative bodies and/or which concern only one of the countries

SNB -             II - COVERAGE

This agreement shall cover all countries that have ratified the EWC
Countries ratifyng later will be included in this agreement.
Representatives of other countries can be included, if
EWC agree. These employees would not have the right to vote

A list of companies controlled by IBM as defined by laws implementing EWC
Directive to be annexed to the agreement and periodically revised.

IBM-                II - COVERAGE

This agreement shall cover IBM companies in all countries having
implemented the Directive at the date of signature of this agreement.
Countries implementing the Directive at a later date will be included,
once their law for designating representatives is in place and their
representative's) have been designated accordingly.

A list of the companies which are covered by this agreement is included in
the Annex to this agreement. Each annual meeting of the EGC will be
informed of changes to this list which may  result from changes in
corporate structure.

This (updated) list includes all companies "controlled" by IBM as follows
from the laws of each country.

If an IBM company acquires control over any new company in one of the
Member States during the term of this agreement, the employees of such
company will automatically be covered by this agreement.

SNB -             III MEMBERSHIP

IBM Management

The Chairmanof the IBM European Works Council is the central management of
the community-scale undertaking or group, or his representative. The
Chairman of the EWC reports to the Chairman of EMEA. He may be assisted by
two persons of his choice.

Employees representatives

The national law or the rules defined in the local country determine how
employees are designed members of EWC.
A deputy shall be designates for each member in accordance with the same
rules. If the member is unable to attend a meeting of the EWC, his deputy
shall take part instead of him.
In this case, it is understood that deputies shares the mission, and the
time and resources allocated for it, with the regular member.
In the event of an employee representative leaving IBM or resigning from
the  EWC, a new representative shall be appointed for him following the
procedures outlined above.

Distribution of seats

The number of seats in the EWC depends on the number of employees in the
companies controlled by IBM, as defined by laws implementing EWC Directive.

          10                    to          2.999               1
          3.000                 to          9.999               2
          10.000                to         19,999               3 members
          20.0000               to         34.999               4 members
          35.000                to         50.000               5


Each member of the EWC, including the Chairman, has one vote.

IBM-                III- MEMBERSHIP

        * IBM management : The EGC will be chaired by the vice-president, Human
Resources, for IBM EMEA. In case of absence he/she will be replaced by
his/her designee of appropriate responsibility and hierarchical level
within EMEA HR. He or she may be assisted in EGC meetings by  staff
members, in a consultative capacity.
        * Employee representatives : One employee representative to the EGC will
be designated for each of the following countries: Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the
Netherlands, Norway, Spain and Sweden. One additional employee
representative will be designated for each of the following countries :
France and Germany.

The process for electing or designating individual employee
representatives to the EGC, the duration of their mandate and the
procedure for its renewal, will be in accordance with national law and
practice in each country. All employee representatives to the EGC must be
employees of the companies listed in the (updated) list - Annex to this

Where national rules provide for it, an employee representative who is
unable to attend a given EGC meeting may be replaced for this meeting by a
substitute employee representative from the same country who has been
designated in accordance with these rules. In that case, resources
allocated to the regular EGC member shall be shared with the substitute

        * Votes : Each member of the EGC, including the Chairman, has one vote.

SNB-                IV - SELECT COMMITTEE

The EWC will elect a secretary and Select Committee consisting of 5
employee representatives.
The Secretary is included in this committee. No country can have more than
one member.

The Select Committee has the right to meet to prepare EWC meetings and in
case of exceptional circumstances.
IBM will bear the costs of such meetings.


In the annual meeting, the EGC shall elect a Secretary and a Select
Committee. The Select Committee shall consist of the Secretary and three
EGC members. No country can have more than one member in the Select

SNB -                 V - EXPERTS

The EWC may appoint experts of its choice to advise and assist both the
Select Committee and the full group of employee representatives. Experts
will be able to attend preparatory meetings of the EWC as well as the
meetings with management including extraordinary meetings.

IBM will bear the costs of two experts, including travel, accommodations,
subsistence and, if appropriate, professional fees.

IBM -                   V - EXPERTS

The EGC may be assisted by experts, natural persons) of its choice, in so
far as this is necessary for the accomplishment of its tasks. An expert
must possess recognised professional qualifications appropriate to the
mission for which he or she is being retained.

The mission and participation in the meetings of any expert must have
received the prior approval of the Chairman. A prerequisite for the
approval of the Chairman is a detailed description of the scope of work of
the expert, sent to the Chairman three days before the meeting. IBM will
bear the expenses of one expert up to a maximum of 10,000 Euros per year,
and an estimate of related expenses will be provided to the Chairman prior
to the engagement of this expert. Where an expert is invited to EGC
meetings he or she must attend in person. No substitute will be admitted.


The meeting of the EWC deals primarily with the structure of the
undertaking or group of undertakings, its economic and financial
situation, probable changes in employment, investments, substantial
changes in organisation, the introduction of new working methods or new
production processes, transfers of production and activities, mergers,
reduction in the size or closure of companies or establishments or major
part of them, and collective dismissal, education, policy and strategy,
and protection of health.

Each member of the EWC has the right to obtain the key financial figures
of his local company.

IBM -                 Vl -ANNUAL MEETING

..........The annual meeting will focus principally on the  performance of
IBM in Europe and on the trends of the business, including the general
lines of major strategies, organization, and human resources......

IBM -                VIII- Consultation

Consultation means an exchange of views and dialogue. It will in no way
affect management's prerogatives and power to take appropriate decisions
at the time required by the business and does therefore not necessarily
have to take place before the decision is taken.

The employee representatives may choose to deliver their opinion to the
IBM management, but not later than at the end of the meeting (annual or


In order to guarantee  the right of employees to information and
consultation at european level, two meetings per year of the complete EWC
and, additionally, the distribution twice a year of information to all
members and two regular meetings of the elect Committee are foreseen.

IBM -            VI    Annual meeting

There will be one annual meeting of the EGC. The annual meeting will focus
principally on the performance of IBM in europe and on the trends of the
businnes, including the general lines of major strategies, organization,
and human resources.

Furthemore, any exceptional circumstances requiring information and
consultation of the EGC, as defined in section VII below, will be
discussed in the annual meeting where this is feasible. Otherwise the
procedure described in section VII below will apply.

In preparation for the annual meeting the EGC will be sent basic written
material covering the topics mentioned above one week before the meeting.

Management representatives, chosen by the EGC Chairman for their
experties, may take part in the meeting to provide appropriate oral or
written information.


The Select Committe of the EWC or the EWC shall be notified of
extraordinary circumstances that significantly affect
the interests of employees, in particular in the case of the transfer or
closure of businnes or branches or of mass dismissal. The EWC can then
demand  a meeting with the company manager or his deputy or another person
with decision-making powers at the appropriate level of management of the
company active at community level, for purpose of information, exchange of
views and dialogue concerning the measures that significantly affect the
interests of employees. The elected or nominated representatives of those
countries affected by such measures shall be entitled to partecipate in
the session of the managing committee.

The Select committee, and in addition, one representative from each
country affected that is not already represented by a member of the
Committee, shall take part in that meeting.

The EWC shall be given time to consider the information provided by the
management and to deliver an opinion in good time before a final decision
is taken.


If any of the following exceptional situations arises, having grave
implications for the employment of a total of more than 500 employees and
of more than 150 employees in each of at least two countries covered by
the agreement, in the current year, the Chairman will notify the Secretary
in writing :

        1. Relocation of facilities or production across borders.
        2. Closure or reduction in size of facilities or production.
        3. Collective dismissals.

If the Secretary so requests within one week of the notification, the
Chairman will arrange for there to be a meeting for the purpose of an
exchange of views and dialogue on the circumstances in question.

Within one week after the request from the Secretary for an exchange of
views and dialogue, a description of the main lines of the circumstances
in question will be circulated by the Chairman to the employee
representatives involved in the meeting.

The meeting will take place within two weeks after the request of the
Secretary has been received by the Chairman. The participants will be the
Chairman, the Select Committee, appropriate representatives of the
management responsible for the changes under discussion and in addition,
one EGC representative from each country significantly affected (i.e. in
which exceptional situations have grave implications for the employment of
more than 150 employees in the current year), which is not already
represented by a Select Committee member.

IBM internal communication tools will be used  for the notification, the
request and the description of the circumstances.

SNB       -   IX - AGENDA

The agenda is drawn up by the Chairman and the Secretary and is to be sent
to the Council members at least two weeks prior to the date of the meeting.

The Chairman shall be responsible for preparing the minutes of the
meetings. These minutes will be jointly agreed by the Chairman and the

IBM -    IX     Date and AGENDA

The date and agenda for the annual meeting will be drawn up by the
Chairman after discussion with the Secretary and sent to the EGC members
one week before the meeting.


The Chairman shall be responsible for preparing the minutes of the
meetings. The minutes will be distributed to the EGC members within four
weeks after the meeting and will be approved by the members, within two
months, through IBM internal communications tools, under Secretary's
responsibility. They may only be disseminated by the employee
representatives to their respective country representative bodies after
approval of all EGC members has been confirmed by the Secretary.


The written materials for the meeting should be sent in good time,
normally with the agenda, so that the members of the EWC can form an
opinion in advance. It must be possible to submit these opinions at a time
when decisions can still be influenced. Fundamental information should be
supplied in writing in advance. If necessary, the members are entitled to
a confirmed written translation into their national languages. These
translations should be done centrally in order to ensure the required

IBM -   XIII   Languages

....All written material to be sent out by IBM will be in English.....


An appropriate amount of time must be provided to deal with the agenda
with the care required. In normal circumstances, two days should be
sufficient for all the necessary preparatory and follow-up work. In the
case of exceptional circumstances the duration of the meeting must be
agreed between Chairman and Secretary. Facilities for a preparatory and
follow-up meeting of the employee representatives shall be provided.


The duration of the annual meeting will be one day, preceded by a
preparatory meeting of the employee representatives which will take place
in the afternoon of the day before.

The duration of extraordinary meetings will be one day including a
preparatory meeting of the
employee representatives.

SNB -                    XII - VENUE OF MEETINGS

The Chairman and the Secretary of the EWC decide on the venue. Management
and the EWC may agree to meet in different locations to obtain an overview
of individual locations and the production processes and prevaling working
conditions there.


The annual meeting will take place in the IBM Education Center in La Hulpe.

The extraordinary meetings will also take place in the IBM Education
Center in La Hulpe.
IBM may decide to provide another appropriate facility.

SNB -              XIII- LANGUAGE

English shall be the primary language spoken at EWC meetings. The company
must provide facilities for simultaneous translation for all facilities
for all languages spoken in the EWC. If members of the EWC have no need of
these facilities, they can renounce the right to their provision.

The members are entitled to receive a confirmed written translation of
written materials into their national languages.

IBM -              XIII- LANGUAGE

EGC meetings will be held in English as the international working language
of IBM. During the annual meeting in the IBM Education Center in La Hulpe
simultaneous translation from and into languages for which it has been
requested one month in advance will be provided. Exceptional meetings will
be held in English without simultaneous translation. All written material
to be sent out by IBM will be in English.


The time spent by the EWC members and their deputies preparing for and
taking part in meetings, being education for the EWC and undertaking
responsabilities, is considered as working time. Country and central
management shall ensure that this principle is respected.


The time spent by the EGC members taking part in the meetings mentioned in
this agreement and in the agreed upon education, including the necessary
travel time where applicable, will be considered to be working time.

The Secretary and the members of the Select Committee are allowed to spend
the time required to fulfill their EGC responsibilities, which will not
exceed 120 hours per year for the Secretary and 60 hours per year for the
members of the Select Committee.

Employee representatives must give their local management reasonable
notice of their absence to fulfill their EGC responsibilities.


To ensure effective work of EWC and to give all members and its
substitutes the prerequisites to meet their responsabilities IBM will
offer necessary education.

IBM Management agrees to the need for language education and will advise
local management to make the necessary arrangements to meet the individual
requirements. This does not have prejudice for the interpretations
facilities at meetings and translation of documents.


IBM agrees to provide English language education to those employee
representatives needing it  to fulfill their EGC responsibilities, and
will advise local management to make the necessary  arrangements.

IBM shall offer education on IBM specific business matters and the
interpreting of economic and  financial data, to take place during the
preparatory meeting of the employee representatives at the annual meeting.


Members of EWC have the right to communicate information received onwards
within their countries. If EWC plans to communicate outside IBM, the
Chairman shall be informed in advance.


The members of the EGC may communicate the information received in the EGC
meetings to their respective country representative bodies, except for
confidential information as described in the following section.


EWC members shall have appropriate access to normal IBM business
communication tools to communicate during
their working time with regard to their responsabilities within EWC . The
national companies shall be obliged to provide the infrastructure needed
by EWC members of the EWC for the performance of their duties.


To the extent necessary for the fulfillment of their EGC responsibilities,
the employee representatives may use IBM internal communication tools as
available in their respective  companies, yet only for communication
between the EGC members or towards their country representative bodies.

SNB-            XVIII COSTS

IBM bears all costs in association with EWC.

IBM-             XX- COSTS

IBM central management shall bear the costs for one expert as provided for
in Section V, the annual meeting (Section VI), extraordinary meetings
(Section VII), preparatory meetings (Section XI) and education (Section

Travel and accommodation costs will be borne by the employing company of
each employee
representative, in accordance with IBM business travel rules and subject
to the local procedure.


Confidentiality must be respected were information is designated
confidential by IBM.
IBM shall not designate information unreasonable. Experts shall sign a
specific agreement to respect confidentiality.


IBM may provide the EGC with information which it considers as
confidential information.

All EGC participants shall be bound to respect the confidentiality of
information and agree not to disclose confidential information at any
time, including after the end of their mandate.

Information considered as confidential information are business and trade
secrets and any other  information, which is designated as confidential by
IBM. IBM shall not unreasonably designate  information as confidential

IBM is not obliged to provide information as far as this would in all
reasonableness hinder the functioning of the IBM operations or harm its

Any breach of confidentiality obligations by an employee representative
will lead to legal and/or  disciplinary action by the employer of such
employee representative in accordance with the  provisions of national law.

Experts will be required to sign a confidentiality agreement prior to any
disclosure of information
to them.


The agreement  is valid for 4 years from the effective date. Both parties
have the right to give notice of termination of this agreement up to 6
month before its expiry. The agreement shall, however, always remain in
force until the end of a 4 - year period. In the absence of such a
termination the agreement shall be extended automatically for a term of 4

Termination of the agreement by the employees representatives shall
require a vote of at least two thirds of the full employee representative
members of the EWC.

Notwithstanding these provisions, the EWC will periodically review the
practical functioning of the agreement and make changes to it by joint
consent of the representatives of IBM and of employees

IBM -                  XXI- DURATION

The duration of this agreement shall be for a period of five years from
the effective date. The  effective date is the date of signature of this
agreement by the SNB Secretary and IBM.

This agreement will be automatically extended for additional five year
periods, unless terminated  by either party (EGC and IBM), by written
notice at least six months prior to expiry, to the other party. During the
notice period the agreement shall remain in full force and effect.

If one of the parties does not agree to enter into a renegotiation, this
decision shall be confirmed in writing to the other party prior to the
expiration of the agreement. Silence will mean acceptance to enter into

In case both parties agree to enter into a renegotiation of this agreement
after its expiry, the EGC will continue to fulfill its duties under the
conditions of the expired agreement and it will serve as the party for the
renegotiation. If no new agreement is reached within three years after the
expiry of this agreement, the subsidiary requirements of the Annex of the
Directive will apply.

In case IBM does not agree to enter into a renegotiation, the subsidiary
requirements of the Annex to the Directive shall  apply.

In case the EGC does not agree to enter into a renegotiation, the
subsidiary requirements of the Annex to the Directive shall not apply. A
request to convene the special negotiating body to set up a new procedure
for information and consultation at European level may be made at the
earliest two years after the above mentioned decision of the EGC has been
confirmed to IBM.


In case of disagreement French law or national legislation shall be


The competent court will be the court competent for the headquarters of
IBM in Europe and the law applicable to this agreement will be the laws of
the country of the competent court, except for disputes regarding
individual rights and obligations of the employee representatives which
will be subject to the national law governing and to the national court
competent to decide about disputes regarding the employment agreement of
such employee representative.


In any case where the national legislation differs from agreement
concluded, the provision more favourable to the member of EWC shall apply

IBM-   Not included in the IBM Europe draft.


EWC members and their substitutes should not suffer any disadvantages
resulting from their activities in the EWC and shall be protected against
dismissal, disciplinary measures and disadvantages in terms of income. If
this is not covered by a national legislation, the protection should be
according to the French legislation.


The employee representatives of the EGC shall be protected in accordance
with the national laws  and/or practice in force in their country of


The agreement is to be signed in English and in Franch by the Special
Negotiation Body, Jean Paul Loupe and the EMEA Chairman. Each member wil
lreceive a certified version of this agreement in his own language.

IBM                 - XXV - FORM OF AGREEMENT

This agreement shall be drawn up, and when applicable amended, in English.
A certified translation in French will be provided by management. The
English version shall prevail.

This agreement shall be signed by the SNB Secretary, the IBM
representative in the negotiations and the IBM EMEA Chairman.

SNB -          Not mentioned by the SNB


This agreement may be amended by mutual written agreement between the
parties (EGC and IBM), without either party being obliged to enter into
negotiations about proposed changes by the other party, during the
duration of this agreement.

SNB -           Not mentioned by the SNB


The EGC may draw up an internal regulation regarding its way of
functioning. No provision of that regulation will bind IBM without prior
acceptance of the EGC Chairman. That regulation may not contain any
provision violating the terms and conditions of this agreement.