AGF, Allianz and Athéna set up combined dialogue structure

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In May 1998, the French managements of AGF, Allianz and Athéna agreed with trade unions to set up a social dialogue group. The goal of this extra-statutory employee representative institution is to prepare the way for the merger of these three insurance companies, and it will not replace existing official representative structures.

The insurance sector is in the midst of restructuring. In late 1997, the German-owned Allianz group launched a takeover bid for Assurances générales de France (AGF), which had just a few months previously absorbed the Athéna company. A new group employing more than 16,000 people will be created.

Although French law dictates that employee representatives on the works council must be informed and consulted over any economic or legal changes to the company, especially in the case of a merger, transfer, takeover or sale of subsidiaries, it does not provide any pre-emptive measures when new groups are formed out of separate entities. Furthermore, although the works councils of the three companies had been informed through the statutory channels of the current merger, it seemed necessary to employers and trade unions "to set up an appropriate body for debate and consultation. There is indeed, by definition, no representative body with responsibility for the three constituent companies."

Thus, on 13 May 1998, an agreement was signed by unions and the managements of AGF, Allianz and Athéna to establish a "social dialogue group" (groupe de dialogue social, GDS), going beyond legal requirements, aimed at promoting debate between management and unions. The agreement indicates that "the involvement of the social partners in the merger process seems all the more appropriate because it will involve complicated procedures relating to employees' jobs. In this spirit, the management will facilitate the participation of representatives of trade union organisations in the meetings of the ad hoc body thus created."

As the text of the agreement states, the new body "will not diminish the prerogatives of the pre-existing statutory institutions for staff representation within the various companies", even if "the discussions concerning the merger will be able to take place before the statutory presentation of plans to the relevant representative bodies."

The GDS sees itself as having a triple role :

1. "mutual knowledge and recognition": the signatories "acknowledge the role incumbent on both unions and management in the work of the new company";

2. "to be informed about and debate the merger procedures". The management will present a progress report on the draft plans to the GDS, and will also present a progress report on the operations under way; and

3. "preparing for the merger". The GDS will be kept informed of the economic, social, commercial and organisational realities of each of the three companies, to enable eventual discussions and negotiations over developments within the new company to take place.

The GDS, chaired by a member of the management, will meet at least once a month. The participation of unions will be on a basis of parity: each signatory union will have the same number of seats in the GDS, whatever the size of its vote in workplace employee representative elections.

The agreement will be valid for six months, renewable by mutual agreement. It was signed by the CFE-CGC, CFDT, CFTC and CGT unions The CGT-FO chose not to sign, as it is opposed to the exemption from the Labour Code that the creation of an extra-statutory body constitutes.