8.8 On a final note: the new conception of the works council’s responsibilities

Co-determination law is in a constant state of flux. Debate on the abolition of one rule is followed by the addition of new powers. A modern-day works council is involved not only in reorganisations, mergers, working hours and remuneration systems, but also in amendments to the articles of association, price-sensitive public takeovers, the appointment and removal from office of managing directors and supervisory directors, and European restructurings. In addition to protecting the interests of employees and of the enterprise, the works council has also become a guardian of the corporate law interest, the group interest and the interest in a public takeover or the division of an estate taking place as smoothly as possible in the event of insolvency. Whereas the legislative text of and comments on the Works Councils Act sufficed in the past, many works councils must nowadays also have knowledge of Book 2 of the Civil Code, various European Directives, the Financial Supervision Act, the Public Takeover Bids (Financial Supervision Act) Decree and the Insolvency Act in order to optimally and effectively exercise their powers. Works councils not only respond to proposed decisions of the entrepreneur, but also present initiatives and alternatives, negotiate, address the shareholders’ meeting and take legal steps, not only under the Works Councils Act, but also in inquiry cases, financial statements proceedings and proceedings under Sections 2:14-16 BW of the Civil Code. They are no longer only bodies of the enterprise (the industrial organisation), but also of the legal entity, with all the rights and obligations that entails. Moreover, some works council members are no longer only members of the “ordinary” works council, but also of a joint works council, group works council, central works council, SNB, European works council or SE (European Company) works council. That demands great efforts of the works council and its members. An investigation has indeed shown that some powers are put to little use. Their potential is underutilised. In my opinion that is no reason to simply abolish these forms of co-determination. Both in the Netherlands and in Europe co-determination, in all its guises, has proven its worth and has sufficient support. But to give full play to the (fundamental) right of co-determination, works councils must professionalise. Not by engaging professional works council members (the strength of co-determination lies in the involvement of committed employees who are thoroughly familiar with the situation on the shop floor), but by focusing on training in which attention is paid to all forms of co-determination and all the procedures available to the works council, including approaches off the beaten track. That way the legal influence that the works council already has can be converted into actual influence.