No L 254/64 Official Journal of the European Communities 30. 9. 94 COUNCIL DIRECTIVE 94/45/EC of 22 September 1994 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Agreement on social policy annexed to Protocol 14 on social policy annexed to the Treaty establishing the European Community, and in particular Article 2 (2) thereof, Having regard to the proposal from the Commission ('), Having regard to the opinion of the Economic and Social Committee (9, Acting in accordance with the procedure referred to in Article 189c of the Treaty (%), Whereas, on the basis of the Protocol on Social Policy annexed to the Treaty establishing the European Community, the Kingdom of Belgium, the Kingdom of Denmark, the Federal Republic of Germany, the Hellenic Republic, the Kingdom of Spain, the French Republic, Ireland, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands and the Portuguese Republic (hereinafter referred to as ‘the Member States’), desirous of implementing the Social Charter of 1989, have adopted an Agreement on Social Policy ; Whereas Article 2 (2) of the said Agreement authorizes the Council to adopt minimum requirements by means of directives ; Whereas, pursuant to Article 1 of the Agreement, one particular objective of the Community and the Member States is to promote dialogue between management and labour ; Whereas point 17 of the Community Charter of Fundamental Social Rights of Workers provides, inter alia, that information, consultation and participation for workers must be developed along appropriate lines, taking account of the practices in force in different Member States ; whereas the Charter states that ‘this shall apply especially in companies or groups of companies having establishments or companies in two or more Member States’ ; 0 Oj NoC135 18. 5. 1994, p. 8 and OJ No C 199, 21. 7. 1994, ] Opmlon delivered on 1 June 1994 (not yet published in the Official Journal). (®) Opinion of the European Parliament of 4 May 1994 (O] No C 208, 25. 7. 1994) and Council common position of 18 July 1994 (O] No C 244, 31. 8. 1994, p. 37). Whereas the Council, despite the existence of a broad consensus among the majority of Member States, was unable to act on the proposal for a Council Directive on the establishment of a European Works Council in Community-scale undertakings or groups of undertakings for the purposes of informing and consulting employees (), as amended on 3 December 1991 (%) ; Whereas the Commission, pursuant to Article 3 (2) of the Agreement on Social Policy, has consulted management and labour at Community level on the possible direction of Community action on the informtion and consultation of workers in Community-scale undertakings and Community-scale groups of undertakings ; Whereas the Commission, considering after this consultation that Community action was advisable, has again consulted management and labour on the content of the planned proposal, pursuant to Article 3 (3) of the said Agreement, and management and labour have presented their opinions to the Commission ; Whereas, following this second phase of consultation, management and labour have not informed the Commission of their wish to initiate the process which might lead to the conclusion of an agreement, as provided for in Article 4 of the Agreement; Whereas the functioning of the internal market involves a process of concentrations of undertakings, cross-border mergers, take-overs, joint ventures and, consequently, a transnationalization of undertakings and groups of undertakings ; whereas, if economic activities are to develop in a harmonious fashion, undertakings and groups of undertakings operating in two or more Member States must inform and consult the representatives of those of their employees that are affected by their decisions ; Whereas procedures for informing and consulting employees as embodied in legislation or practice in the Member States are often not geared to the transnational structure of the entity which takes the decisions affecting those employees ; whereas this may lead to the unequal treatment of employees affected by decisions within one and the same undertaking or group of undertakings ; () OJ No C 39, 15. 2. 1991, p. 10. () OJ No C 336, 31. 12. 1991, p. 11.