There is no right in Bulgaria for employees to be represented at board level in companies.
There is no system of board level representation for employees in companies in Bulgaria, although in larger public limited companies – those with 50 employees or more – employees have a right to participate in shareholders’ meetings on a consultative basis.
Directive was implemented through legislation passed in June 2006, which came into effect when Bulgaria joined the EU on 1 January 2007.
The directive on employee involvement in European companies was implemented through a law which also covered European works councils and employee involvement in European cooperative societies. The legislation was passed by the Bulgarian National Assembly on 30 June 2006 and was published in the State Gazette on 14 July 2006. It came into effect when Bulgaria joined the EU on 1 January 2007. The title of the legislation is: Law on information and consultation with employees of multinational (Community-scale) undertakings, groups of undertakings and companies (Закон за информиране и консултиране с работниците и служителите в многонационални предприятия, групи предприятия и европейски дружества).
Special negotiating body (SNB)
Bulgarian members of the SNB are elected by a general meeting of all employees. However, this general meeting can decide to transfer its rights to choose the SNB members to the unions or to other existing representatives.
The legislation states that Bulgarian SNB members should be elected at a general meeting of all employees, or if not all can attend – because of shift patterns, for example – by a meeting of representatives of all employees. The general meeting can be convened by the employer, the union, or 10% of the employees, and it can take decisions provided at least half of all employees or their representatives are present.
The general meeting can, however, decide to transfer its right to elect the SNB members either to the trade union structures or to other existing employee representatives, who must have been elected at the general meeting with the support of two-thirds of those present.
If the SNB members are elected at a general meeting, they can be nominated by the unions, single employees or groups of employees (Article 13).
Bulgarian legislation neither expressly prohibits nor expressly permits the presence of external trade union representatives in the SNB.
The section of the legislation dealing with the choice of Bulgarian members of the SNB (Article 13) does not refer to the possibility of external union representatives being chosen. It simply states that employees should choose “their representatives” or transfer this right to either the unions or existing elected representatives (see section on selection of national members).
Funding is not specifically limited to a single expert.
The Bulgarian legislation states that the SNB may request “experts of its choice … to assist it with its work” and that any expense relating to the functioning of the special negotiating body shall be borne by the participating companies”. There is nothing which specifically limits funding to a single expert (Article 14).
Standard rules under the fallback procedure
Same arrangements apply as for SNB members – members are elected by general meeting of all employees, although the general meeting can transfer its rights to the union or existing representatives.
The same Article in the legislation which regulates the choice of members of the SNB also applies to the selection of Bulgarian members of the SE representative body – known as the representative body (Представителният орган) in the Bulgarian legislation. In other words, they are chosen by a general meeting of all employees, although the general meeting can decide to transfer its right to elect the SNB members either to the trade union structures or to other existing employee representatives (see section on SNB). As with the rules on SNB membership, the legislation does not say whether or not external union representatives can be chosen (Article 13).
The company should bear the expenses of the representative body, and there is no specific limit on the number of paid experts.
The company is obliged to cover the costs of the representative body. These specifically include organising meetings, interpreting services, accommodation and travel expenses of members “unless otherwise agreed”. The representative body and select committee “may be assisted by experts” and there is no explicit limit on the number who should be paid for (Article 18).
The Bulgarian legislation is not specific about the way employee board members should be chosen, largely repeating the wording of the directive itself.
The legislation does not deal in detail with how Bulgarian employee representatives at board level are to be chosen. It states that “every member state may determine the allocation of the seats it is given”, repeating the wording of the directive and adding “in accordance with its national legislation and/or established national practice”. However, there are no specific rules for the choice of Bulgarian employee board-level members. In the same Article the Bulgarian legislation again repeats the wording of the directive in stating that “the representative body shall decide on the allocation of seats within the administrative or supervisory body among the members representing the employees from the various Member States or on the way in which the SE’s employees may recommend or oppose the appointment of the members of these bodies” (Article 19).
Misuse of procedures and structural change
The issue of misuse of procedures is not addressed in the Bulgarian legislation.
There is nothing in the Bulgarian legislation that covers the situation where procedures are misused to deprive employees of their right to participate in company decisions.
Structural changes in the SE are not covered in the Bulgarian legislation.
There is no automatic right to renegotiate the agreement if there are changes in the structure of the SE, even if these are fundamental and occur immediately after the agreement has been reached, as this issue is not covered in the Bulgarian legislation.
This is unknown.
It is not clear what position the Bulgarian unions or employers took up on the legislation implementing the directive.
L. Fulton (2008) Anchoring the European Company in National Law - Country Overviews (online publication, prepared for worker-participation.eu)