Sweden adopted the law on employee involvement in the European Company (SE) in March 2005.

Country overview

Lionel Fulton (Labour Research Department)

There are employee representatives on the boards of all but the smallest companies in Sweden. Sweden made a rapid start in transposing the directive, setting up an expert group in the summer of 2002. The proposals for employee involvement were uncontroversial, but there was greater discussion on the possibility that Swedish companies might use the new legal form to avoid taxation.

Employees are represented on the boards of all companies with more than 25 employees (Sweden has a single-tier board system.) There are two or three employee members and they account for around one third of board members in most companies. They are chosen by the unions and are generally the key figures in a whole range of employer-union relations. The idea of employee representation at board level is very familiar in Sweden.
Sweden made an early start in transposing the directive. The government agreed to set up an expert group in June 2002 and it started work in August 2002. It was helped by a reference group made up of legal officers from the main union confederations and the employers. In the course of its examination of the issues, the group asked whether the two sides wanted to transpose the directive through a collective agreement, but both unions and employers considered that this would be inappropriate. In its report, published in June 2003, the expert group set out its proposals for legislation, stating that its starting point was “that the directive shall be implemented in such a way as to follow the traditions of the Swedish labour market as far as possible” (Utredningen om arbetstagarinflytande i europabolag SOU 2003:64). In practice this means that it is the unions who choose employee representatives.
In March 2004 the Swedish government presented draft legislation implementing the directive to the Swedish parliament which approved it in May 2004. Two other linked pieces of draft legislation were presented to the parliament at around the same time. Legislation adapting Swedish company law to the Regulation on European companies was also presented in March and approved in May 2004, and legislation making changes to the Swedish tax system to accommodate European companies, was presented in April and approved in May 2004. The legislation on employee involvement was approved without debate in parliament, but there was more discussion on the other proposals, linked to the fear that Swedish companies might choose to become European companies and move their headquarters outside the country to avoid Swedish taxation. The legislation passed allows the Swedish tax authorities to intervene to prevent this in certain circumstances. For more details see the 2004 reports by Claes-Mikael Jonsson and Niklas Bruun.

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 worker-participation.eu)