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Spain

COUNTRY OVERVIEW

There is no general right to employee board-level representation in Spain. Although the draft legislation to implement the directive led to some debate among experts and was considered in detail by the Economic and Social Council, on which both employers and unions are represented, there was no wider public debate.

For further information on the SE legislation, such as the choice of SNB members, click on the more button.

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Sergio González Begega and Holm-Detlev Köhler

Application of the SE statute in Spain (Presentation at the SEEurope meeting, March 2010) SE presentation Spain Kohler 30 march 2010.pdf 257,65 kB

SEEUROPE - National Report “The European Company in Spain” (February 2010) SE in Spain Report.pdf 233,39 kB

Transposition of the SE legislation in Spain (Final report: December 2006)

The transposition of the Regulation on employee involvement was finally approved by the Congress (lower house) with the support of all groups except the Conservative Party (Partido Popular).

The amendments proposed by the Congress were related to:

a.) the need to adapt some minor aspects of the Spanish Law on the Prevention of Risks in the Workplace (Ley de Prevención de riesgos laborales) of 1995 to the Regulation; and

b.) the need to introduce into the preamble of the transposition reference to §129.2 of the Spanish Constitution related to the promotion of company participation, the promotion of cooperatives and the access of employees to the ownership of the means of production.

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Transposition of the SE legislation in Spain (Update: June 2006)

SE Regulation: Transposition of the Regulation was finally approved by the Congress (lower house) at the beginning of 2006. The parliamentary discussions were not significant as the proposals of the parliamentary groups were mainly technical. In general terms, it was seen as a positive step towards the creation of legal guarantees under Spanish law on the SE, the modernization of Spanish commercial law – mainly through the possibility of dual-tier corporate governance – and as a possible incentive for foreign firms to invest in Spain and so contribute to reducing the worrying trade deficit. The Socialist parliamentary group emphasised that the Regulation could lead to significant administrative cost savings for firms.

SE Directive: Congress approval of transposition of the Directive at committee level is expected in June 2006. It can then be sent to the Senate (upper house) and return to the Congress after the summer for definitive approval. The political and technical frame for the position of the Socialist majority group was the ruling of the Economic and Social Council ( Consejo Económico y Social) in 2005 (see Report June 2005). The amendments of the conservative Partido Popular included a proposal to regulate confidentiality more strictly, to remove trade union members not belonging to the firm from corporate boards, and to change the composition of the special negotiating body. None of these amendments were included in the (almost) definitive text. The only real amendment to the transposition text proposed by Congress was the extension of the Directive to European cooperatives with SE status (‘Second additional provision’) (four articles).

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Transposition of the SE legislation in Spain (Report: June 2005)

The draft laws transposing the Directive and the Regulation were finally approved by the Government on 22 October 2005 after consultation with the social partners and the inclusion of some of their proposals. The Regulation draft will be probably be voted on in the Senate (upper house) within the next few weeks and in the Congress (lower house) probably after summer 2005. Transposition of the Directive is a more complex process. The Economic and Social Council ( Consejo Económico y Social) has already given its ruling incorporating the social partners’ main comments. The High Council of Justice and the Council of State must rule on the transposition drafts before they are approved by the Congress. The transposition draft of the Directive is almost a transcription of the EU text. In its introduction the draft stresses the importance of collective agreements in the Spanish Constitution (1978) and the subsidiarity principle for regulating transposition of EU laws. The Government and the social partners are satisfied with the transposition process. The employers raised general objections and exhibited scepticism regarding the SE statute but insisted that their objections were not so much against transposition as against the SE project as a whole. The trade unions were particularly receptive and cooperative.

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Translated transposition laws 

The full text of the transposition laws and (for most countries) unofficial translations into English can be downloaded from the EU Commission website

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Lionel Fulton (2006) Anchoring the European Company in national law