Official homepage:

http://www.prosafe.no/

Branch:

Oil and gas (submersible service rigs, floating production and storage vessels)

Status:

Established

Announced intention on1:

17-11-2006

Official process initiated on2:

Registered on/in:

02-02-2007, Brønnøysund (Norway)

Seat before SE:

Stavanger (Norway)

Seat of SE:

Stavanger (Norway)

Form of establishment:

Conversion

Companies concerned:

Prosafe ASA

Corporate governance structure before SE:

One-tier3

Corporate governance structure of SE:

One-tier3

Total number of employees worldwide:

1,000 including subsidiaries

Countries of operation:

15 (all parts of the world)

Countries concerned:

Norway (10), UK (Scotland, 45)

National trade unions involved:

No

European trade union federations involved:

No

EWC formerly existed:

No

Establishment of SNB:

Yes. Nomination period: 1 month

Board-level employee representation before SE foundation:

No (but a large part of Prosafe (more than 800 employees) was sold a few years ago, before the sale the employees were represented at board-level in Prosafe

Distribution of SNB seats:

3 to the Norwegians, 3 to the Scots

Content of agreement:

• Signed on 26-01-2007 (1 month negotiation period)

Information and consultation through an Employee Council:

• Composition: 4 members (2 UK, 2 Norway)

• Must be employees of the companies concerned

• Members are nominated and elected by the employees

• Quarterly reports from the management

• Immediate information in case of extraordinary events

• 1 meeting/year

Participation in the Board of Directors:

• More than half of the employees may demand the election of employee reps, if …

• The company has more than 30 employees: 1 member, 1 observer

• The company has more than 50 employees: one-third (at least 2)

• The company has more than 200 employees: 1 member, 2 observer

Significant operational/legal changes:

• Such as transfer of seat

• Written notice to call for renegotiations

Expenses:

• Related expenses and expenses for legal advice or experts are covered by the company

Expiry date:

• 6 months after registration

• renewal on the basis of mutual agreement by both parties

The agreements state the right to information and consultation, but no participation. This represents an improvement on UK regulations but also on the Norwegian ones as 10 employees in companies without any trade union are not covered by the information and consultation right in the Work Environmental Act.

Motives:

The rationale for the transformation is to achieve flexibility with regard to the country of seat.

The board of directors has based the resolution on the following:

• Three quarters of the company’s shareholders are non-Norwegians

• Prosafe ASA is today a holding company for the subsidiaries domiciled and operating in other countries

• The group has limited operations in Norway

(Press release 17 Nov 2006)

The company has already announced its decision to move the company to Cyprus. When asked why they bothered to set up an SE-company prior to the relocation, the management emphasised the fact that relocation of an SE is easy. The reason for moving to Cyprus is connected to the Norwegian tax regime.

Comments:

The employee representative emphasised that the difficulties related to “figuring out” the different provisions and regulations concerning employee involvement and not the agreements as such or the collaboration with management.

The negotiators did not experience any conflict or attempt to weaken the employee rights, it was considered a positive process and both parties wanted to establish employee participation and use participation as an important tool. However, the Scots needed some explaining concerning foundation and the goals of participation and getting a “proper” grip on the whole issue. Cultural differences between the Norwegian and Scottish employees were – together with procedural issues – the hard part of the process. On Prosafe SE: It is a holding company with subsidiaries in a number of countries outside Norway. These subsidiaries operate oil rigs (housing and service and “floating production”.

Last update:

15-03-2007

References:

• Internal references

• Supplement of the Official Journal 2007/S 34-040290