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Board-level Representation

There is employee representation at board level in larger Slovenian companies. Employee representatives have between a third and a half of the seats on the supervisory board of Slovenian companies with a two-tier structure. In companies with a single board they have at least a quarter.

Under the Worker Participation in Management Act (Articles 78 to 84a) employees are entitled to board level representation in any company which is not defined as a small or micro company in the Slovenian Companies Act.[1] This means there is board level representation in any company meeting at least two of the following three criteria: more than 50 employees, a turnover of more than €8.0 million, and assets worth more than €4.0 million, as well as in any company, which is a bank, an insurance company or is quoted on the stock exchange.

 

Slovenian companies can choose between a two-tier structure, with a supervisory and a management board, or a single board. The choice depends on the company’s articles of association – its rules.

 

In companies with supervisory boards, which meet the thresholds for employee board level representation, employees have between a third and a half of the members – the precise proportions are determined by the companies themselves. In companies with a single board, there must be at least one employee representative and at least one for every three board members, in other words, they make up at least a quarter of the total. Employee members cannot chair the board, as the chair has a casting vote in the event of a tie.

 

Employee representatives at board level, on both supervisory boards and the single board, are chosen by the works council from among the employees able to vote in works council elections. (This means that members of senior management cannot be chosen.) They can also be recalled by the works council. The method for choosing employee representatives and the procedure for their recall are both determined by the works council in its rules of procedure.

 

The term of office of supervisory and single-tier board members, both those representing employees and others, is set by the articles of association of the company, but under the Companies Act (Article 255) it cannot be more than six years in a joint stock company.

 

Employee representatives at board level, both in supervisory and single-tier boards, enjoy the same protection against dismissal as union representatives and works council members. Under the Employment Relations Act (Article 112), they cannot be dismissed without the consent of the body to which they belong, except where the business is being wound up or the individual concerned has refused to accept a reasonable transfer, or where they have acted illegally or broken their employment contract. This protection extends for a year after they have left office.

 

Employee representatives at board level have no specific training rights.

 

As well as having board-level representatives, in companies with more than 500 employees (fewer than this, if the company and works council so agree), the employees can propose a labour director to deal with human resources issues.

 

In companies with a two-tier structure, the labour director is a member of the management board. In companies with a single board, the labour director is one of the employee board members, as an executive director. The labour director is appointed by the shareholders on the basis of a nomination from the works council. In practice there are estimated to be fewer than 30 such labour directors in Slovenia.

[1] Zakon o gospodarskih družbah (ZGD-1) Article 55

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.