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Understanding Works Council Netherlands rights and responsibilities of Works Council members is crucial for fostering a collaborative and productive work environment. The Dutch Works Council [ondernemingsraad, OR] is an internal body representing, promoting, and protecting the interest of the employees.
The rules concerning the Works Council’s rights and responsibilities are described in the Works Councils Act Netherlands [WOR].
AT A GLANCE
What Is the Purpose of the Works Council Netherlands?
The purpose of a Dutch Works Council is to benefit both the employer and employees, through the representation in the workplace and a having a forum in which constructive feedback can allow the business to progress.
The Works Council advocates for:
- Regular consultations with the Director [bestuurder].
- Adherence to HR policies, employment law and regulations regarding working conditions, hours, and rest periods.
- Ensuring equal treatment and compensation for all employees.
Composition of the Works Council Netherlands
The composition of the Dutch Works Council is described in article 6 of the Works Councils Act Netherlands. There is a minimum of 5 and a maximum of 25 members sitting in the Works Council. The number of members is depending on the number of employees in the company:
- with 50 to 100 employees, there shall be 5 Works Council members.
- with 100 to 200 employees, there shall be 7 Works Council members.
- with 200 to 400 employees, there shall be 9 Works Council members.
- with 400 to 600 employees, there shall be 11 Works Council members.
- with 600 to 1000 employees, there shall be 13 Works Council members.
- with 1000 to 2000 employees, there shall be 15 Works Council members.
- and so forth, with an additional 2 members for every further 1,000 employees, up to a maximum of 25 Works Council members.
In the Rules of Procedure [OR-reglement], the Works Council may, with the permission of the entrepreneur, decide upon a different number of members.
The Dutch Works Council is made up of the Chair, Vice Chair, Secretary and Works Council members. The Works Council may set up any committees which the Works Council may reasonably be deemed to require in order to perform its duties and shall inform the Director accordingly. Examples of these committees are Health & Safety (Arbo) Committee, People & Performance Committee, Finance & Pension Committee and Diversity, Inclusion & Communication.
Works Council vs Union
While both unions and Works Councils aim to represent and protect the interests of employees, they differ in structure, scope, and function.
Trade unions are (independent) organisations, exclusively representing members within a certain industry or business sector. The Dutch Works Council represent all employees in the company. The Trade Unions are negotiating Collective Labour Agreements of employment, and the Works Council will on average not have a say in this.
The unions have information and consultation rights in respect of collective dismissal. Furthermore, they have right in respect to mergers and considered with are considered to fall within the scope of the Dutch jurisdiction.
Works Councils are internal bodies within a single company, focusing on issues specific to that organisation. Their Works Council roles and responsibilities are more about consultation and co-determination with the Director [bestuurder] on company-specific matters such as working conditions, restructuring, and workplace policies.
The Dutch Works Council has information, initiative, consultation, and approval rights.
What Are the Works Council’s Rights under Dutch Law?
The primary purpose of the Works Council Netherlands rights and interests is to safeguard employees in the workplace and include:
1. Right to be Consulted / Right of Advice article 25 and article 30 of the Works Councils Act
Discussion of important proposed decisions regarding the organisation, including the appointment / dismissal of the Director.
2. Right of Consent / Right of Approval article 27 of the Works Councils Act
Discussion of proposed decisions concerning substantial changes in the terms of the employment conditions.
3. Right for Initiative article 23 of the Works Councils Act
Discussion of topics during or outside the regular consultation meetings with the Director.
4. Right to be Informed article 31 of the Works Councils Act
General active and passive right to be provided with information reasonably necessary for the proper fulfilment of their tasks and duties.
Right of Consent vs. Right of Advice
The WOR draws a sharp line between these two types of Works Council rights in the Netherlands.
Right of Consent
Right of Consent [instemmingsrecht] applies to proposed decisions by the organisation that directly affect the employment conditions and day-to-day working life of employees.
For example: working hours schemes, performance management framework and systems, pension arrangements, and workplace health and safety policies.
Without Works Council approval, these proposed decisions simply cannot be implemented by the organisation.
The Works Council has the right to withhold consent, and if it does, the organisation cannot proceed without going to court or reaching an agreement.
Right of Advice
Right of Advice [adviesrecht] applies to significant proposed organisational or strategic decisions.
For example: company restructurings, major investments, mergers, or outsourcing arrangements.
For the proposed decision the Works Council must be consulted in a timely and meaningful way, but the final decision remains with the Director [bestuurder].
If the Works Council believes its advice was ignored without proper justification, it can challenge the decision before the Enterprise Chamber [Ondernemingskamer] in the Netherlands.
How Works Council Timelines Affect Decision-Making
Meaningful Works Council involvement requires sufficient time for members to understand the proposal, receive explanations, ask questions and assess its consequences. Project planning should allow for this process from the outset, with consultation taking place while the Works Council can still influence the decision.
The organisation should involve the Works Council early, explain the proposal and its rationale, and provide the information needed to assess its consequences.
Sufficient time should be allocated for discussions, questions, further explanations and consideration of alternatives. These exchanges must take place while the proposal is still open to change, so the Works Council has a meaningful opportunity to influence the decision.
Timeline Request for Advice under Article 25 WOR
The proposed decision for Works Council’s advice should be given to the Works Council in writing.
It should explain its reasons (the case for change), the expected consequences for employees (the impact) and the measures proposed to address those consequences and the timelines.
The Request for Advice must be requested at a stage when the Works Council can still materially influence the proposed decision.
The proposal must be discussed in at least one consultation meeting before the Works Council gives its advice.
There is no fixed statutory response period; the timetable should allow sufficient time for the Works Council to review the information, ask questions and consider alternatives.
Timeline Request for Consent under Article 27 WOR
The proposed decision for consent should be given to the Works Council in writing.
The letter with documentation should at minimum explain its reasons (the case for change), the expected consequences for employees (the impact) and the measures proposed to address those consequences and the timelines.
Following at least one consultation meeting, the Works Council communicates its decision in writing, with reasons.
Article 27 WOR does not prescribe a fixed response period. The Director and Works Council should agree a reasonable timetable that allows for review of the proposal, questions and consultation before the Works Council reaches its decision on consent.
Non-Compliance
Business changes can only be implemented after the Works Council process has been followed. In case of non-compliance, the Works Council may (after the interference of the Branch Committee), request the Cantonal Court to declare the enterprise to comply with its obligations. The Cantonal Court may further oblige the organisation or the Works Council to perform certain activities or to refrain from performing certain activities.
In case a decision is made contrary to the opinion given by the Works Council, the Works Council can lodge an appeal against the decision with the Enterprise Chamber of the Court of Appeal in Amsterdam, which the court can (depending on the circumstances) oblige the enterprise to withdraw its decision and reverse actions taken as a result thereof; and/or forbid the Director to perform activities which are an implementation of the decision taken.
Works Council Confidentiality
Works Council Netherlands rights regarding confidentiality refer to the obligation of Works Council members and its committees by the Dutch Works Councils Act to maintain the confidentiality of sensitive information, including business and industrial information, discussed during Works Council meetings, and in consultation meetings with the entrepreneur.
This obligation extends to matters designated as confidential by the entrepreneur, the Works Council, or relevant committees.
The obligation of confidentiality shall not end upon termination of membership of the Works Council or the relevant Works Council committee, and not when the employee will leave the company.
Works Council’s Responsibilities
The Works Council’s responsibilities include:
- Representing employees collectively, while contributing to the proper functioning of the undertaking.
- Reviewing proposed decisions and providing considered advice or a reasoned decision on consent where the WOR applies.
- Preparing for consultation, examining information, raising questions and explaining its position to the Director.
- Gain more knowledge about compliance with employment rules, including working conditions, working and rest hours, and equal treatment.
- Maintaining contact with employees, gathering their views and reporting on the Works Council’s activities.
- Respecting confidentiality and handling personal information carefully.
- Organising its own work, including rules of procedure, meetings, responsibilities and annual reporting.
The employer remains responsible for managing the organisation, taking decisions and complying with its legal obligations. The Works Council does not take over those responsibilities.
Support in Works Council Compliance
Works Council governance is one of the areas where structural clarity makes the biggest difference.
In practice, this means we support with:
- Mapping which decisions in the organisation trigger consent or advice rights.
- Structuring consultation processes that meet WOR requirements.
- Drafting and reviewing Works Council formal letters and documentation.
- Integrating Works Council timelines into broader HR and project planning.
- Supporting organisations through negotiations with Works Council.
Get in touch and schedule a free consultation with one of our specialists.
