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Board-level Representation

Employees have a right to a third of the seats on the supervisory board of public limited companies in the private sector with more than 50 employees, provided some other conditions are met. In state-owned companies they have the right to half the seats.

Slovak legislation provides for the representation of employees at supervisory board level in both private and state-owned companies, although in the private sector, the right for employees to be represented on the board depends on the size of the company and its legal status.

 

A company set up as a normal limited liability company (an s.r.o.) has directors but is not required to have a supervisory board, a body that oversees the management board, which runs the company on a day-to-day basis. These are generally smaller companies and they are not required to have employee representation at board level.

 

However, a joint stock company (a.s.), which must have a minimum capital of €25,000, is obliged to have a supervisory board, with a minimum of three members, as well as a board of directors. If it has more than 50 full-time employees, employees have a right to elect one third of the members of the supervisory board.[1] The remaining members are elected by the shareholders at the annual meeting. Employee representatives have the same rights and duties as other supervisory board members. The law also allows companies with fewer than 50 employees to provide for one-third employee representation on a voluntary basis and, if they wish, to increase the proportion of employee representatives elected from a third to up to a half.

 

The employee representatives are elected by all employees and are nominated either by the union or by 10% of employees. The election is organised by the management board in cooperation with the trade union, where a union is present, and can either be direct or through authorised representatives, who are themselves elected. The election requires that at least half of the eligible voter should participate for it to be valid.

 

The period of office of all supervisory board members is set in the company’s articles of association. However, by law, it may not be more than five years.

 

State-owned enterprises operating as businesses, must also have a supervisory board. (This is not the case for companies which meet a direct public need like education or health, where there is only a director.) The supervisory board supervises the management and administration of the company by the director. (There is no board, just a single director).

 

The supervisory board in these state-owned companies must always have an odd number of members, with a maximum of nine. The chair is appointed by government on the basis of a selection procedure and cannot be an employee of the company. Half of the remaining members of the supervisory board are elected by the employees of the company from among the employees in a secret ballot, either directly or indirectly through delegates.[2] Where there is a trade union in the company, it has the right to appoint one of its members as one of the employee board-level representatives. The remaining members of the supervisory board are appointed by the government. Employee representatives have the same rights and duties as other supervisory board members.

 

The term of office of supervisory board members is five years.

[1] Commercial Code – Obchodný zákonník (Article 200)

[2] State enterprise Act – Zákon č. 111/1990 Zb. Zákon o štátnom podniku (Article 20)

L. Fulton (2021) National Industrial Relations, an update (2019-2021). Labour Research Department and ETUI (online publication). Online publication available at http://www.worker-participation.eu/National-Industrial-Relations.