Works council’s right to be consulted in an international group

It is the primary responsibility of the employer to provide the works council with the necessary data and reasoning behind any proposed (reorganisation) decision — even when the decision-making takes place at an international level. The Dutch entity must give the works council insight into how it has balanced the interests of the Dutch company against those of the wider group.

If this does not happen, the advisory process does not comply with the Dutch Works Councils Act (Wet op de ondernemingsraden, WOR). This was confirmed in a ruling by the Enterprise Chamber (Ondernemingskamer) following a request from a works council.

The OR’s right to insight into Dutch interests in global decision-making

On 20 May 2025, the Enterprise Chamber issued an important ruling on the statutory right of consultation of a works council within an international group, in this case Micro Focus.

Micro Focus had decided globally to make certain positions redundant due to disappointing results, which also affected roles in the Netherlands. The Enterprise Chamber ruled that Micro Focus could not simply claim that it was merely executing a higher-level group decision — this would undermine the statutory right of employee participation.

The conclusion was that Micro Focus Netherlands had failed to follow a proper consultation process under the WOR, because it did not sufficiently demonstrate how it had balanced Dutch interests against group interests in its decision-making process.

Characteristics of a proper consultation process in an international context

The Enterprise Chamber emphasised the following principles:

• The employer is responsible for ensuring that the consultation process runs properly.
• Even without a specific request for additional information, the employer must proactively provide the OR with the reasoning behind the proposed reorganisation.
• Even if the Dutch entity has only limited influence on a global reorganisation, it still retains decision-making discretion regarding the elimination of specific positions in the Netherlands.
• The Dutch entity must therefore give the OR insight into how the interests of the group and those of the Dutch entity were weighed when deciding to dismiss employees in the Netherlands.
• The global group strategy is not automatically decisive.
• Micro Focus Netherlands, in response to the OR’s questions, referred mainly to the global decision and failed to provide sufficient information about its specific impact in the Netherlands — depriving the OR of insight into the Dutch interests at stake.
• Even if no financial information is available at the Dutch level (because the internal organisation is structured functionally rather than geographically), the employer must still give the OR insight into the factors considered in balancing interests when deciding on the Dutch reorganisation.

Micro Focus Netherlands therefore failed to comply with its legal obligation to provide the works council with adequate information.

Legitimate information requests from the OR

The works council has the right to ask how the interests of the Dutch entity were evaluated and weighed against those of the group. The employer cannot simply refer to global decisions; the OR needs this information to provide a well-informed opinion.

In this case, the OR had issued a negative opinion, which Micro Focus Netherlands ignored. The Enterprise Chamber rightly held that Micro Focus Netherlands could not reasonably decide to dismiss twelve employees, and that the decision therefore had to be withdrawn.

Discussions on settlement agreements before the request for advice

Another issue arose: before submitting a formal request for advice to the OR, the employer had already held discussions with employees about termination agreements (VSO’s). The OR argued that this meant it no longer had any “meaningful influence” on the reorganisation decision.

The Enterprise Chamber held that these discussions indeed constituted the implementation of a proposed (advisory) decision — meaning the OR should have been consulted earlier.

However, the facts changed the outcome. After the OR became aware of these discussions and invoked its statutory right to be consulted, the employer stopped the conversations with the twelve employees. A consultation process then followed, including several meetings and written updates from the employer.

The Enterprise Chamber therefore found that, despite the timing, the OR did have a real and substantive influence on the decision-making. It was the inadequate information provided during that process which ultimately led to the reorganisation decision being overturned.

Enterprise Chamber’s ruling does not affect third-party rights

Employees who had already agreed to a settlement agreement (VSO) are not affected by this ruling — their employment contracts remain terminated. The Enterprise Chamber confirmed that the rights of third parties, such as employees who have signed settlement agreements, are not impacted by the finding that the consultation process was defective.

This judgment illustrates that even in the context of global corporate decision-making, the Dutch works council retains its statutory rights to consultation and participation.

For more on the works council’s right of consent (instemmingsrecht) within international groups, see our article: The works council’s right of consent in a group context.

More information

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