To facilitate mutual societies wishing to engage in cross-border business, taking account of their specific features, and in particular of the fact that they operate in the general interest. To provide for the participation of employees in the European mutual society so that they can play their proper part in the organization.
Proposal for a Council Regulation on the Statute for a European mutual society.
Proposal for a Council Directive supplementing the Statute for a European mutual society with regard to the involvement of employees.
Proposal for a Council Regulation on the Statute for a European mutual society
- 1.
- A European mutual society (ME) is to be a grouping of natural or legal persons, or both, which guarantees its members, in return for a subscription, full settlement of contractual undertakings entered into in the course of the activities authorized by its rules (whether concerned with providence, insurance, health assistance, credit, or otherwise). The ME is to have legal personality from the day it is registered in the State in which it has its registered office.
- 2.
- The Regulation does not affect obligatory social security schemes which in certain Member States are managed by provident mutual societies, nor the freedom of Member States to decide whether and in what circumstances to entrust the management of such schemes to MEs.
- 3.
- An ME may be set up by domestic legal entities. The founder members must satisfy themselves that the ME has a cross-border dimension at the time of its formation; they must check that the founding societies or other entities are formed under the law of a Member State, and that they have their registered office and central administration in at least two Member States.
- 4.
- Provision is also made for formation by conversion of an existing society, without the society being wound up or a new legal person being created, provided it has an establishment or subsidiary in a Member State other than that of its central administration, and can show that it is carrying on a genuine cross-border activity.
- 5.
- The ME is to have a formation fund of no less than ECU 100 000 or the equivalent in national currency.
- 6.
- The ME's registered office, which is to be specified in its rules, must be within the Community and must be in the same place as its central administration.
- 7.
- The rules of the ME must provide for a general meeting of the members and either a management board, with a supervisory board monitoring its activities (the two-tier system), or an administrative board (the one-tier system).
- 8.
- A general meeting is to be held at least once a year, not more than six months after the end of the financial year. Meetings may be convened by the management board or administrative board on its own initiative or at the request of at least 25% of the members.
- 9.
- In the two-tier system a management board is to manage the ME. The member or members of the management board have power to represent the ME in dealings with third parties and in legal proceedings. They are to be appointed and removed by the supervisory board. The same person may not serve on both boards of the same ME at the same time. The supervisory board may appoint one of its members to occupy a vacancy on the management board. The member concerned will then cease to perform his functions on the supervisory board.
- 10.
- In the one-tier system a single administrative board is to manage the ME. The member or members of the administrative board have power to represent it in dealings with third parties and in legal proceedings. The administrative board may delegate powers of management, but not other powers, to one or more of its members.
- 11.
- The following operations require the authorization of the supervisory board or the deliberation of the administrative board:
- *
- closing or transferring a large establishment or a substantial part of such an establishment;
- *
- substantially reducing, extending or altering the activities of the ME;
- *
- making substantial organizational changes within the ME;
- *
- establishing cooperation with other legal persons which is both long-term and of importance to the activities of the ME, or terminating such cooperation;
- *
- raising loans in respect of operations in excess of the ceiling laid down in the rules, issuing securities and assuming or guaranteeing liabilities of a third party.
- 12.
- As regards the drawing-up, auditing and disclosure of its annual accounts, and its consolidated accounts if any, the ME is to be subject to the law of the State in which it has its registered office giving effect to the fourth Council Directive (78/660/EEC) on annual accounts, the seventh Council Directive (83/349/EEC) on consolidated accounts, the eighth Council Directive (84/253/EEC) on the approval of persons responsible for carrying out the statutory audits of accounting documents, and Council Directive 89/48/EEC on a general system for the recognition of higher-education diplomas awarded on completion of professional education and training of at least three years' duration.
- 13.
- An ME may be wound up either by a decision of the general meeting, in particular where the period fixed in the rules has expired or where the formation fund has dropped below the minimum laid down in the rules, or by the courts, in particular where the registered office has been transferred outside the Community.
- 14.
- As regards liquidation, insolvency and suspension of payments, the ME is to be subject to the laws of the State in which it has its registered office.
Proposal for a Council Directive supplementing the Statute for a European mutual society with regard to the involvement of employees
- 1.
- No ME may be registered until a model of participation or an information and consultation system has been chosen.
- 2.
- The Directive refers back to the domestic rules governing the participation of employees in the supervisory or administrative boards of domestic companies and societies in general. If the Member State in which the ME has its registered office has no rules on the participation of employees, or does not wish to apply such rules to the ME, it must nevertheless comply with the minimum requirements of the succeeding articles as regards the informing and consulting of employees.
- 3.
- The Directive describes the procedure to be followed for the adoption of information and consultation arrangements in MEs with at least 50 workers.
- 4.
- The management board or administrative board of the ME must inform and consult the employees in good time; the Directive supplies a minimum list of areas in which information and consultation are required, including any proposals which might significantly affect the interests of the employees and any question concerning conditions of employment.
- 5.
- The Directive lays down certain basic principles concerning election procedures and the performance of their functions by elected representatives. The representatives of the employees of the ME are to be elected, and not appointed, and are to represent the employees of all the ME's establishments, plants and facilities, even if they are employed part time.
4) OPINION OF THE EUROPEAN PARLIAMENT
First reading: Parliament approved the Commission's proposals subject to certain amendments. Where the proposal on the statute for a European mutual society is concerned, the amendments relate in particular to the following aspects of such entities: designation, establishment criteria, procedures for convening general meetings, powers of general meetings, legal status and financial arrangements. As regards the involvement of employees in these entities, the amendments relate to the arrangements for informing and consulting employees and for their participation in decisions taken.
5) CURRENT STATUS OF THE PROPOSAL
Cooperation procedure
The Commission presented the proposals on 18 December 1991.
First reading: On 20 January 1993 Parliament approved the Commission proposals subject to amendments. The Commission has accepted some of the amendments.
The Commission presented some amended proposals on 6 July 1993.
The amended proposals are currently before the Council for a common position.
Commission proposals COM(91) 273/V and VI final
Official Journal C 99, 21.04.1992
Amended proposals COM(93) 252 final COD0390 and COD0391
Official Journal C 236, 31.08.1993
European Parliament opinion
First reading Official Journal C 42, 15.02.1993
Economic and Social Committee opinion
Official Journal C 223, 31.08.1992
This summary is online: http://www.europa.eu.int