Official homepage:

www.strabag.at

Branch:

Construction

Status:

Established

Announced intention on1:

Ø

Official process initiated on2:

Ø

Registered on/in:

12-10-2004, Klagenfurt (Austria)

Seat before SE:

Spittal (Austria)

Seat of SE:

Spittal (Austria)

Form of establishment:

Conversion

Companies concerned:

Strabag Bauholding AG

Corporate governance structure before SE:

Two-tier3

Corporate governance structure of SE:

Two-tier3

Total number of employees worldwide:

31,000

Countries of operation4:

Austria, Belgium, Bulgaria (387), Croatia, Czech Republic, Germany, Hungary, The Netherlands, Poland, Romania, Serbia, Slovakia, Slovenia, Switzerland, Ukraine

Countries concerned4:

Austria (11,156), Belgium (521), Czech Republic (3,837), Germany (8,539), Hungary (4,208), Italy (18), The Netherlands (38), Poland (2,241), Slovakia (2,032), Slovenia (92) (total 32,682)

National trade unions involved:

No

European trade union federation involved:

No

EWC formerly existed:

Yes

Establishment of SNB:

Was not formed prior to registration

Board-level employee representation before SE foundation:

Yes (one third of the seats on the supervisory board)

Distribution of SNB seats:

15 members: 4 from Austria, 3 from Germany, 2 each from Hungary and Czech Republic, 1 each from Belgium, Poland, Slovakia and Slovenia;

employees in the Netherlands (35) opted to be represented by the Belgian member;

employees in Italy (18) opted to be represented by the Austrian members.

Content of agreement:

• Signed on 04-05-2006

• The agreement covers all companies of the group in all EFTA countries and in all countries that are in EU accession negotiations.

Information and consultation through an SE Works Council:

• Mandate period: 4 years

• Composition according to number of employees in the different operating countries

• Experts may be invited

• Elects a Committee that is responsible for the daily affairs of the SE Works Council, meets at least 2/year

• Expenses, communication, translation, interpreting, travel, etc., are covered by the company

• Participation in actual, preparatory or follow-up meetings is considered working time

• Information and consultation about economic, sanitary or cultural affairs affecting employees

• 2 meetings/year

• Might agree on re-negotiations with a super-qualified majority

Participation in the Supervisory Board:

• Appointed by the SE Works Council

• Have the same right and duties, voting rights and remuneration as the other members of the supervisory board as according to law or company statute

• Sworn to confidentiality

Structural changes:

• This agreement remains untouched in case of a change from a two-tier structure to a one-tier structure

• The agreement shall be re-negotiated in case of cross-boarder structural changes that result in some parts of the group no longer being subject to participation.

• In case of structural changes as defined in the Austrian transposition, the SE Works Council can decide to renegotiate the agreement.

Expenses:

• - All expenses are covered by the company.

Expiry date:

• Not specified

Motives:

• Creation of European identity

• Strengthened economic, social and culture position in the EU

• A solid and uniform group structure

• Simplification of pan-European activities

• Improved efficiency and competitiveness

• Cost reduction by a clear and uniform group structure

• Legal acceptance EU wide

• Easier to attract capital especially for cross-boarder projects

• Simplification of cross-boarder mergers, transfer of seat

Comments:

SNB was not formed in accordance with the law, negotiations were not conducted; ‘negotiations’ were conducted with the chair of the EWC; result: one-third of the members of the supervisory board are employee representatives (corresponds with the legal requirements in Austria regarding participation in public limited companies); however, these seats are only taken by Austrian employee representatives; German IG Bau, the Belgian Conseil d’enterprise Strabag, the Belgian ACV-bouven Industrie and the Österreichische Bundesarbeitskammer have brought in a claim against the registration; (for details see report 15-11-2004)

In negotiations the parties involved agreed on commencing negotiations on employee involvement. Then an SNB was established and the agreement was signed on 04-05-2006. During this time the case against registration was dormant and was withdrawn immediately after agreement was reached.

Last update:

30-06-2006

References:

• Austrian commercial register

• Pohl, Martin (2005) Mitbestimmung der Arbeitnehmer ‘übersehen’. Die Mitbestimmung. Available from: www.boeckler.de/cps/rde/xchg/SI-3D0AB75D-26A583C9/hbs/hs.xsl/107_36311.html [Accessed 01/08/2005]

• Bauindustrie: Strabag will an die Spitze. Die Presse, 13-10-2004. Available from: www.diepresse.com/textversion_article.aspx?id=447050 [Accessed 15-10-2004]

• Zeiner, Christine (2004) Österreichische Strabag ist erste ‘Europa AG’. Wiener Zeitung, 13-10-2004.

• Bauholding Strabag wird Vorreiter für die Europa AG – Ergebnis wenigstens auf Vorjahresniveau. Kurier. 13-10-2004. Available from: www.kurier.at/zeitung/wirtschaft/WM/index.php?artikel=765478, [Accessed 15-10-2004]

• Bauholding Strabag wird erste Europäische Gesellschaft (Societas Europaea, kurz SE) in Österreich. Press release 12-10-2004. Available from: www.strabag.at [Accessed 15-10-2004]