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Board-level Representation

There is no overall right to employee board-level representation. However, there are a small number of employees on the boards of some publicly owned companies.

Although the 1978 Spanish Constitution (Article 129) includes a statement that “the public authorities shall efficiently promote the various forms of participation within companies and shall encourage cooperative societies by means of appropriate legislation” there is no general statutory right for workers to have representation at board level.

 

However, an agreement signed at national level in January 1986 between the UGT, one of Spain’s two most representative union confederations and the government, represented a step towards employee board-level representation in the public sector. The agreement provided either for minority union representation on the boards of public sector companies with more than 1,000 employees or for the establishment of monitoring and information committees with equal representation of the unions and employers.[1]

 

The choice between the two options was left to the unions, and, where the board level, option was chosen, the two most representative unions, the CCOO and the UGT, were able to nominate one member each. There was no requirement for the union representative to be employed within the company. These union nominated members had the same rights as other members of the board.

 

In June 1993  similar framework agreement was signed between the metal working federations of CCOO and the UGT and INI-TENEO, the state holding company. It covered publicly owned companies in the metal sector with at least 500 employees, and provided that unions with 25% of the members of the works council would have a right to a seat on the board. If only one union had more than 25% of the works council seats it would have a right to two seats.[2]

 

However, many of the public owned companies covered by these measures have ceased to exist. INI-TENEO was dissolved in 1996 and its holdings were passed on to a new company SEPI, which disposed of most of them. Currently SEPI holds majority stakes in 15 companies. Of these, only four have trade union representation on their boards.[3] These are Navantia (shipbuilding), ENSA (nuclear and heavy engineering components), HUNOSA (energy and mining) and TRAGSA (rural development). In each case there are two trade union members out of a total of between 10 to 15 board members. In Navantia both come from CCOO but in the three others there is one representative each from UGT and CCOO.

 

Until recently CCOO and UGT each had a member on the board of the Spanish state TV and radio company RTVE, under legislation passed in 2006.[4] However, the right to reserved seats for the unions was lost in new legislation passed in 2017.[5]

 

In the past, employee representatives had a clearly established right to be present on the boards of local mutual savings banks (cajas de ahorros) with 5% of the seats[6]. However, the banking crisis in 2012 and the scandals at many local savings banks that followed led to new legislation in 2013, which placed greater emphasis on board members having adequate financial competence.[7] Under this legislation, depending on each bank’s statutes, employees can still be represented in the general assembly, up to a limit of 20% of the participants. But employees no longer have a right to representation on the board, which is elected by the general assembly as a whole. (Depending on each bank’s statutes, it is possible for the individual groups represented in the general assembly to elect members from their own groups, but independents must always be in a majority on the board.)  

 

In any case, the restructuring of the sector, following Spain’s banking crisis, means that these local mutual savings banks have essentially ceased to exist, with local savings banks merging and being transformed into commercial banks. The two main financial institutions that emerged from the restructuring of local savings banks, CaixaBank and Bankia, themselves merged in December 2020.[8] There are no employee representatives on the board of the new body, which is a commercial bank and retains the name CaixaBank.

[1] Los sindicatos participaran en los consejos de administración de las empresas públicas, El País, 13 January 1986 https://elpais.com/diario/1986/01/14/economia/506041218_850215.html (Accessed 10.12.2020)

[2] Los sindicatos, participarán en las decisiones estratégicas de las empresas del metal del INI, El País, 29 May 1993 https://elpais.com/diario/1993/05/30/economia/738712801_850215.html  and Convenio Colectivo de la empresa «Equipos Nucleares, Sociedad Anónima», 27 February 1995,  https://www.boe.es/diario_boe/txt.php?id=BOE-A-1995-6106 (Accessed 10.12.2020)

[3] SEPI website. Each majority owned company provides details of the membership of its board (Consejo de administración) https://www.sepi.es/es/sectores (Accessed 10.12.2020)

[4] Ley 17/2006, de 5 de junio, de la radio y la televisión de titularidad estatal

[5] Ley 5/2017, de 29 de septiembre, por la que se modifica la Ley 17/2006, de 5 de junio, de la radio y la televisión de titularidad estatal

[6] Ley 31/1985, de 2 de agosto, de Regulación de las Normas Básicas sobre Órganos Rectores de las Cajas de Ahorros

[7] Ley 26/2013, de 27 de diciembre, de cajas de ahorros y fundaciones bancarias

[8] CaixaBank press release 3 December 2020

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.