Slovenia implemented the SE Directive in June 2006.

Country overview

Lionel Fulton (Labour Research Department)

Slovenia already has employee representation at board level and the discussions on the implementation of the SE directive played a part in producing changes in the national system, which mean that companies can now choose between a one-tier and two-tier board.

Employee representatives have between a third and a half of the seats on the supervisory board of Slovenian companies, where companies have this two-tier board structure. Until 2006, most larger and medium-sized companies had to have such a supervisory board, but legislation introduced in April 2006 allowed them to choose between a two-tier and a one-tier board. In companies with a one-tier board, employees’ representation is reduced to a maximum of a third of the seats on the board.
The legislative change of April 2006, which was initially temporary but was made permanent by the 2007 Worker Participation Act, was in part a result of the discussions on the implementation of the European company directive. The government decided that national Slovenian companies should also have the flexibility to choose between a one and two-tier board structure just as European companies can. There was a lengthy debate on the implications this might have on employee representation at board level, with the original draft legislation proposing only very minimal employee involvement. However, under the final compromise employees have the right to choose something under one third of board members where there is a single-tier board. There is no right at all to have an employee member on the board if the company is considered a “small” company – in other words, it meets two of the following three conditions, fewer than 50 employees, sales below €7.3 million and asset value below €3.65 million. For more details see report from Janja Hojnik (University of Maribor) June 2006.
Slovenia is, therefore, one of the few countries where the implementation of the directive led to a substantial national debate on the overall role of employee representatives at board level.
The debate on changes to Slovenian national company legislation and a change of government in 2004 both contributed to a lengthy delay in transposing the directive, which only occurred in March 2006.

Special negotiating body (SNB)

Standard rules under the fallback procedure

Misuse of procedures and structural change

L. Fulton (2008) Anchoring the European Company in National Law - Country Overviews (online publication, prepared for