Accepting confidentiality is not self-evident

First, the legal background was explained. Here it was stressed that there are actually no legal grounds for management to withhold information from employees by an appeal to stock-market regulations or merger and takeover legislation. Indeed, these rules allow sufficient space to permit employees’ representatives to be informed in confidentiality. Up to the present, only the British authorities have put this clearly in writing. It would well be that also the Dutch authorities would produce an official explanation about the relationship between the right to information of employees, on the one hand, and the rules that are intended to prevent trading with insider information, on the other.

Further, Peter de Boer, chairman of the EWC of Sara Lee (Douwe Egberts), explained how he dealt with this question at the sale of a part of the domestic and body-care division to Unilever. The management of Sara Lee wanted to take only the EWC chairman into confidence. De Boer was not allowed to say anything to his colleagues in the select committee of the EWC. Looking back on the pros and cons of this approach, he came to the following conclusion: By consenting, he was able to have the entire EWC come together quickly when the information could be further released. But there was no more influence to be had on the sales process itself. In view of the difficult situation one gets into when one may share nothing with your colleagues, he concluded, in consultation with his colleagues in the select committee, never to allow himself to get into such a situation unless the entire select committee is informed confidentially.

Most of those present concurred. They found that it was not practicable for the EWC chairman to receive information that he may then not communicate to anyone. Several have occasionally refused to be informed under this condition, and none of them regretted it later on. What is also challenged is the condition that information may not be shared with local employees’ councils. A good argument here is that an EWC member may be questioned by his or her colleagues upon his return to his own country. If one cannot say anything then, the result can only be unrest.

Difficult in this kind of question are the cultural differences between companies and countries. Sometimes, management expects that you will pass on something and, in this way, to contribute “to preparing minds”. In other cases, the assumption is, indeed, that an agreement not to tell anything is strictly adhered to.

The question of who must be informed and consulted developed into an interesting debate. Must the EWC always be informed and consulted before the local employees’ councils? This also depends on the laws of the countries involved, which, in any case, may not be violated. But people should also not confront each other with a fait accompli.

Certainly in the light of the revised directive, this is an interesting topic for a following meeting.