European company law and the Sustainable Company: a stakeholder approach
European company law and the Sustainable Company: a stakeholder approach Vol. II — Edited by Sigurt Vitols and Johannes Heuschmid
European Trade Union Institute (ETUI) The fi rst volume in this series, The Sustainable Company: a new approach to corporate governance, was published by the ETUI in 2011. A third volume, on sustainable investing and the Sustainable Company, is foreseen for publication in 2013.
Brussels, 2012 © Publisher: ETUI aisbl, Brussels All rights reserved Print: ETUI Printshop, Brussels
D/2012/10.574/42 ISBN: 978-2-87452-277-2
The ETUI is fi nancially supported by the European Union. The European Union is not responsible for any use made of the information con- tained in this publication. Contents
Sigurt Vitols and Johannes Heuschmid Introduction ...... 9
Andrew Johnston Chapter 1 Recent developments in stakeholder theory: from the productive coalition to the governance of social cost ...... 17
Inger Marie Hagen and Bernard Johann Mulder Chapter 2 Why stakeholders? ...... 41
Aline Conchon Chapter 3 Regulating company law: the need for a holistic approach ...... 71
Jan Cremers Chapter 4 From harmonisation to regulatory competition...... 89
Johannes Heuschmid Chapter 5 The protection of workers under EU company law – the current position and future prospects ...... 115
Jonas Malmberg, Erik Sjödin and Niklas Bruun Chapter 6 EU company law and employee involvement – some perspectives on future developments...... 137
European company law and the Sustainable Company: a stakeholder approach 5 Contents
Marie Seyboth Chapter 7 Worker participation as an element of the democratic principle in Europe – A critique of the codetermination-relevant aspects of the Refl ection Group report ...... 151
Wolfgang Däubler Chapter 8 Investor agreements and collective labour law ...... 175
Ingemar Hamskär Chapter 9 The importance of worker representatives on company boards and their right to consult with their trade union organisation and its management ...... 197
Isabelle Schömann Chapter 10 The current state of information and consultation rights in the European Union ...... 211
Carsten Herzberg Chapter 11 Extending the stakeholder approach to the community: mechanisms for participative modernisation in public utilities ...... 223
Janet Williamson Chapter 12 The emperor’s new clothes – enlightened shareholder value and the UK Stewardship Code ...... 253
Beate Sjåfj ell Chapter 13 Regulating companies as if the world matters: refl ections from the ongoing ‘Sustainable Companies’ project ...... 263
Janja Hojnik Chapter 14 Sustainability reporting and the modernisation of EU accounting rules ...... 287
6 European company law and the Sustainable Company: a stakeholder approach Contents
Wolfgang Kowalsky and Claudia Menne Chapter 15 ETUC for strengthening employee involvement ...... 319
Author biographies ...... 335
European company law and the Sustainable Company: a stakeholder approach 7
Introduction
Sigurt Vitols and Johannes Heuschmid
The political debate over the governance of the company and its proper role in society currently revolves around two broad alternatives. The shareholder concept of the fi rm prioritizes the role of shareholders in corporate governance and sees increasing shareholder wealth as the primary function of the company. Advocates of the shareholder model generally argue that competition between different systems of company law should be encouraged in order to maximize business choice. The stakeholder approach in contrast takes a pluralistic view of the groups (‘stakeholders’) that the company is responsible for and which should have a voice in corporate governance. Supporters of this view believe that company law should empower stakeholders and encourage compa- nies to follow ‘high road’ strategies.
Since the 1990s init