Proposition 50K1043

Projet de loi relatif aux régimes de participation des travailleurs au capital et aux bénéfices des sociétés.

General information ¶

Submitted by

Groen Open Vld Vooruit PS | SP Ecolo MR Verhofstadt Ⅰ

Submission date

Jan. 11, 2001

Official page

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Status

Adopted

Requirement

Simple

Subjects

workers' stock ownership small and medium-sized enterprises worker participation profit sharing

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Discussion ¶

March 28, 2001 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, Mr. Minister, Ladies and Gentlemen, the Finance Committee dedicated this project to an in-depth review that lasted four weeks, from February 6 to March 6, and in which several members of other committees, in particular that of Social Affairs, actively participated.

The report contains 185 pages. It is both detailed and decorated with many synthetic and explanatory tables that summarize better than I could do here the content of the project. I will therefore content myself, as an introduction to the discussion, to recall very succinctly the object and the main lines of strength of the project as well as the joint proposal of Mr. by Pinxten.

The objective of the project is to create a legal framework that makes the participation of workers in the capital and profit of the company more attractive. All workers must thus be able to participate in the surplus value generated by the company, surplus value in the realization of which they have participated. The project is part of the European Recommendation of 27 July 1992. It is inspired by legislation already in force, sometimes for a long time, in several neighboring countries.

The strength lines of the project can be summarized as follows. I counted ten.

1 of 1. The company has the initiative to establish a participation plan developed within the company or group. This is not an obligation.

2 of 2. The plan is the result of collective consultation between employers and workers, and is the subject of a collective labour agreement. In the absence of a trade union delegation, the participation plan will be the subject of a membership plan.

3 of 3. Participation can take two forms. The employee receives the benefit in cash and pays a solidarity contribution of 13,07% as well as a tax equivalent to income taxes of 25%. It is a participation in capital: on this share advantage, the worker suffers only a retention at the source of 15%.

4 of 4. The total amount allocated may not exceed 10% of the total gross wage mass or 20% of the profit of the financial year.

5 of 5. Actions received are unavailable for a period of two to five years.

6 of 6. For SMEs, the possibility is open to the introduction of an investment savings plan. This plan allows workers to receive each year a portion of the result that they have at the disposal of the company for two to five years, as part of a loan at an agreed rate. Only a retention of 15% is operated at the source on the amounts received.

7 of 7. The participation plan must be proposed to all workers, so that all can engage in the activity of the company. 8 is Participation does not replace or increase remuneration. This is an additional income of a different nature. The ordinary remuneration remains unaffected by the company’s results. The plan will show in a transparent way the link between the participation and the results of the company.

9 of 9. For capital participations, the possibility is offered to create a participatory cooperative company that will hold and manage the participations of workers.

10 of 10. The tax and parafiscal treatment of participation is, in the head of the worker, significantly more advantageous than the regime applicable to ordinary remuneration — cf. What I said in point 3. The scheme is even more advantageous for capital participation than for profit participation. The perception mode is also simplified to the maximum, with a single retention at the source by the employer.

In the head of the company, attributions as a beneficiary participation are not deductible taxally as professional charges. On the other hand, the beneficiary participation is not subject to employer social security contributions and, in compensation, half of the ISOC for distributed participations is paid to social security.

With this large-scale project, the government hopes to see workers employed in our country participate in the profits of their company in proportions that would be close to some neighboring countries from which we are very far away today.

The proposal was accompanied by Mr. Pinxten, which I will try to summarize very briefly.

The author specifies that his proposal is intended to complement a proposal by Mr. Dehaene focuses on participation within large corporations and multinational corporations. The proposal of Mr. Pinxten aims at the participation of workers exclusively in small and medium-sized enterprises. It also aims to consolidate the financial base of SMEs by strengthening their own funds. The adopted definition of small and medium-sized enterprises is the one adopted by the European Commission, i.e. 250 workers, while that of the government project is based on the definition in force in our law, i.e. 50 workers. The participation scheme is optional and open to all workers, as in the government project. The period of blocking of the amounts received is three years. Participation premiums may not exceed 10% of the wage mass. No social security contributions are received. The employee pays no taxes.

by Mr. Pinxten raises many questions starting with the differences found between his proposal and the government project and thus begins the general discussion.

As mentioned above, both the general discussion and the articles were thoroughly discussed. Also, I allow myself to refer to the written report for details of the various interventions of the members and the responses of the Minister of Finance. Several amendments were adopted and the draft was voted unanimously.

Thank you, Mr the rapporteur. I thought I understood, and I authorized you to do so, that you will now intervene as a parliamentary. You have the word.

The proposal was unanimously adopted by the committee. If I had to make a stick in my pupitre every time, I would have no more space.

We have been waiting for it for 20 years and we have been struggling for 10 years. And here we finally catch up with our delay in one stroke, and this is a big blow.

I remember Mr. Robert Henrion, the Minister. It is true that by always recalling the history when coming here, we will end up believing me much older than I am, but so bad.

When you say this to the president, he is not at all shocked because at the end of this week I will be happy to celebrate my 33 years of presence. I don’t know if happiness is shared.

In any case, I congratulate you, Mr. President. by Mr. Henrion was Minister of Finance just 20 years ago, and, already, he had in his cards the will to create a system of participation. There was none, nowhere, in any neighboring country, at that time. He was a bit visionary because this project – I’m not saying it was considering extending it to all workers – was already going very low in the company’s hierarchy to allow participation. It was quite revolutionary at the time.

Therefore it is unnecessary to tell you that, 20 years later, my satisfaction is great that it is a liberal finance minister who proposes us a large balanced project of which our legislative arsenal had an urgent need, given our delay in this matter and our apathy since the European Recommendation of 1992.

Is the project perfect? If I hear the trade union criticism, on the one hand, relayed by some parties, if I perceive the lack of enthusiasm of some employers, on the other hand, they also relayed in this parliament, I conclude that this project is the only possible.

The biggest mistake would have been to delay it again. It is true that, for my part, I would have preferred a small fiscal gesture towards the employer who takes the initiative to interest his workers in the capital as well as in the profit of his company. However, since the tax gesture towards the worker is considerable, the informed employer will have understood that this form of motivation and loyalty of his employees can, for him too, be worth gold.

The only way to evaluate the quality of the project is to see how successful it will be on the ground since the use of the regime it establishes is voluntary and therefore optional. Some tell us that employers will hardly use it, others fear that they use it too much and would even want the 10 and 20% ceilings to be lowered. In this regard, we witnessed interesting exchanges in the committee. by

Mr. Minister, as soon as your project is realized, it will be on the test of the facts and only then will we know who was right between the optimists and the pessimists. For my part, being neither an employer nor a trade unionist, I will therefore cautiously rank myself in the category of attentive observers. by

I would like to ask the Minister that a first assessment of the application of this law be submitted to Parliament within a reasonable period of time, of which I leave the assessment between 2 and 4 years. The advantage is that, in 2 years, I am sure that it is the current minister who will come to present us but I remain equally optimistic and sure that, in 4 years, it will be him too...

The goal is not to know who was right, but what possible adjustments should be made to the law in the event that the goal of catching our delay, i.e. the percentage of participation existing in the main neighboring countries, would not be achieved.

As a reminder, and this was included in the report of the Minister’s exposition, we currently note 5% participation in Belgium and 26% in France. These are objectives of this type that the project must meet and if, after the state of the place, it did not meet them, then there might be changes to make to the system set up.

I do not intend to go into the details of this huge project. I would only like to make a few remarks.

I was fascinated by the original tax regime generated by the project. It shows a creativity of good alloy, which leaves good promise of the next tax reform.

I am especially pleased with the very mild taxation charged to the recipient of the capital participation even though, as I said earlier, it would have been even better if a very small effort had been made in terms of partial deductibility for the employer. But I repeat that this tax regime generally gives me satisfaction.

I also appreciated the willingness to interest SMEs and the concern to provide for them a more appropriate specific system. We will also see at the time of the balance sheet if it was sufficiently incentive.

Finally, the creation of an intermediate structure in the form of a cooperative is effectively likely to overcome many individual reluctance. It will apply to large companies. By allowing a grouping of voting rights of workers interested in capital, this system can constitute a learning of participation in management and could pre-figur other reforms.

There are so many good ideas and so many reasons to vote for the project.

Mr. Speaker, this draft is approximately 90% a result of proposals already made by our group in this area. The government has found it useful to inspire itself to a very large extent. This delights us very much. This is also the reason why our group has approved this draft in the committee. We will also approve the draft here. If I say that this is a result of proposals from our own group a ratio of at least 90%, then I could illustrate that. Let me take the example of the SME proposal that I myself know best. The government has been so correct to even take the term “investment savings plan” literally.

Nevertheless, on the one hand, I would like to make a few comments on the draft and on the other hand to explain a few pain points that the rapporteur has already pointed out. I would like to thank him for the excellent report he presented here. Their

The first complaint relates to the fact that the introduction of employee participation in the enterprises will soon require the negotiation and approval of a specific CAO. For us it is obvious that if one wants to introduce something so profoundly in the companies, there must be consultation between employee and employer. That is our principle, and we do not want to have the slightest doubt about it. If we look at the social tradition in terms of consultation in the enterprises, the only question is whether the obligation to conclude a specific CAO in the enterprises really lies in the extension of the social consultation. To put it gently, I think that one can still have some questions and concerns. This also applies to the obligation that was inscribed with so many words in the draft. It was stated that the introduction of employee participation could only occur when there is a real wage increase in the company concerned, thus above the index and the baremic increases. Their

The inspiration behind the draft — and that was also the case in the CVP proposals — is that, of course, employee participation should not replace normal wage formation and development. This seems obvious to us. However, it is something different if you have to incorporate so many safeguards to avoid that. This seems to us to be somewhat exaggerated. If, however, one says that a specific CAO must be concluded, it would seem logical to us that employers and workers, depending on the situation in their own enterprise and the expectations they have in this regard, themselves determine whether there can actually be a participation of the workers only if there is an effective real increase in wages. From a purely party-political context, we understand, of course, why such a passage is included in the draft. This, however, seems to us to be a sign of mistrust from the majority. Their

Our fundamental observation is that this seems to reflect a lack of flexibility and flexibility that companies need.

At first we had the impression that the same consideration also applies to the obligation, also recorded in the law, to be able to introduce employee participation only when there is ⁇ no decrease in employment. This also seemed very strange to us. With this pass in the design, for example, in a company like Sabena, there can be no question of introducing employee participation. In the case of a strict interpretation of the draft, it would not be possible to introduce employee participation even at Fortis — I read in the press the announcement of the annual results. I am pleased that the minister in the committee on this subject has made it clear – we had to feel him at the tooth several times – that this is stated in the law, but that if a company introduces employee participation, even when suspected of a restructuring and often with a decrease in employment as a result, which does not have to be an obstacle. Mr. Minister, we are pleased that your coalition partner – Ecolo’s colleagues and, to a lesser extent, Agalev’s colleagues – also agree with this interpretation. Of course, we would rather have seen this in the text of the draft itself than in the report. The discussion on this subject has therefore been carried out. It was simply not necessary to rewrite that in the text of the draft.

A second, short commentary concerns the draft decisions. The executive decisions that will follow the law should, as far as we are concerned, come as soon as possible. You have already given some indications on this subject, but there are still some questions. I limit myself to one question: when one speaks of profit, does the profit of the undertaking in question, or in certain circumstances, also mean the group profit, or is it permissible to distinguish between different undertakings within the same group?

A third comment was also cited by the previous speaker, in particular the fiscal incentives. Does the scheme provide sufficient fiscal incentives? In other words, is the threshold for encouraging employers to introduce a scheme in a company, because they will have to take the initiative, not too large? I still have a lot of questions about it. I will give an example. They have a profit of 100 francs. There, the corporate tax is applied and there is a personal contribution of 13,07% for the RSZ. Then there are two options: 25% or 15% mobile advance tax depending on whether or not in cash is paid. Then a taxation, including parafiscality under the employee, is given from 56% to 61%. With a lower number of employees, it reaches 50%. Thus, one is in the order of size of 50%, 55%, to even slightly more than 60% taxation.

I have always understood from the government and also from you as Minister of Finance that the marginal taxation in the personal tax can be up to 50%. Even though capital participation is not a wage, I believe it will be paid out in any case as a substitute for wage. It cannot be said that this is a very attractive tax preferential regime.

I hope that the incentive will be large enough to encourage many companies and especially SMEs to introduce the regime. Why the SMEs? You know that the stock options scheme, which the previous government has yet to introduce, works well, but is almost exclusively applied in the big companies. This scheme, which hopefully will also be introduced in large enterprises, is nevertheless primarily focused on SMEs. We have our concerns about the critical fiscal threshold. We have quite a few doubts about the realism of the alleged fiscal stimulus. In my proposal you will undoubtedly have been able to conclude that the tax incentive for SMEs is much greater.

So far a few comments. I would also like to mention a couple of pain points. The first is and remains, of course, the fact that the entire arrangement applies only to the companies. There were some practical considerations on this issue. That does not mean that 62,000 employers and 140,000 employees are excluded from the scheme by focusing only on the companies and excluding the business leaders. There remains a serious gap for the really small enterprises, which covers approximately 140,000 employees. Specifically, it means introducing a kind of additional discrimination for that group of small enterprises, by depriving them of the opportunity to motivate their staff and attract new and good personnel. The CVP group asks the government to also make proposals and draw out designs for the group of business leaders of companies that do not have a corporate form. A second pain point has to do with a certain rigidity, a lack of flexibility built into the design. I spoke more specifically about the two restrictions expressly included in the draft: a maximum of 10% of the gross wage mass and a maximum of 20% of the profit of a fiscal year after taxation. The first brake, which I also had foreseen, doesn’t have to be a problem; let’s evaluate it later. The second brake is problematic.

I still do not understand why that second condition should be included in a law. The initiative comes from the employer. He makes a proposal to the employees. This proposal is discussed socially and in a specific CAO. The people who are really involved in their business or who really know their business are the employer and the employees. In view of the future development of their business, I think they are best placed to determine in joint consultation how much of that profit of the financial year, after taxation, can go to employee participation. We should not be too overwhelming from the government. This decision can be left to the employer and employees.

During the committee discussions, our party proposed an amendment on that particular topic to remove that 20% limitation of profit and leave it to the consultation between employers and workers. We determined that our amendment was supported by the minister, but that it was floated back by our colleagues from Ecolo and Agalev. From the opposition it is instructive to see in which places in this country and in this political party landscape the rigidity, the rigidity and the inhibitions are on the dynamics of our corporate economic life. The colleagues of Ecolo, Agalev and the PS have completely overlooked you in this regard, Mr. Minister.

Mr Pinxten, allow me to interrupt you for a moment. The personal interpretation you give, I leave for what it is worth. However, I would like to point out a few elements.

A new system has been introduced. There is a lot of discussion about this and there are different approaches. One of them includes, among other things, the care related to the protection of wages, the equal treatment of all employees and the care for dynamics within the companies. First, caution should be taken with such a system because it is a new system that needs evaluation. Second, the introduction of such a system must ensure that Parliament plays its role and can play it. If things need to change in this draft, then the best option for this is a law change and not a royal decree. Therefore I express my concern about the possibility of parliamentary contribution. You know, even from your previous life, that a change is best done through a simple article following some program law. I don’t think you should talk about rigidity. A definition of democratic vigilance in the introduction of a new system seems to me more appropriate.

Mr. Tavernier, you are completely wrong. I even have an understanding of that. First, you say that Parliament must play its role. I do not understand why a draft ne varietur should be approved by Parliament. In fact, you are doing the opposite of what you say.

Second, we need to make good laws. When we include in a law that there must be consultation and a fortiori stipulate that this consultation must be taken into a specific CAO, I tell you clearly that the employers and employees at the enterprise level are best to decide themselves how they want to introduce that participation. Do not write in your law that real wages must remain constant or increase; do not write in your law that there should be no restructuring as you actually do; do not write in your law that a maximum of 20% of the profit may go to this system. I understand this from the bullying tendency of your party to want to record everything in legislative texts. We believe, with a part of the majority – the Minister and Mr. van Weddingen – that today’s employees are deprived of skin and can best determine themselves in joint consultation with their employer what is good for themselves and what is good for their company. We differ in vision, but if you ask me, I have a problem with people who like to raise their finger. In the past we have had a lot of experience with this, and we also see it very quickly if others seem to want to do it in our place.

I turn around. This is about financial participation. That is extremely important, but nevertheless we want to say that the employee participation in the proposed form is for us a starting point or a starting point in order, first of all, to engage the employees of those companies more in the business events. This would therefore no longer apply only to the shareholders, but also to the employees that we want to involve more. In addition to shareholders, there are also stakeholders. A business thrives and exists only in a general social and social context. In this context, we see this introduction of employee participation.

In the beginning, I said that this is a translation of some proposals from our party during the previous and this legislature. The rapporteur also acknowledged this. We recognize ourselves for a large part. For us, this is a step in the right direction and we hope this can be a breakthrough. However, there are a number of brakes built into the design and in certain circles this has been very well noted. Somewhere I read that certain power plants today consider simply saying "njet". I have read that and this shows once again that this law is lacking in flexibility, that too many brakes have been installed, and that tax incentives have been given too little. We think it is a good start, but an evaluation remains necessary. Mr. van Weddingen sees such an evaluation after three or four years and I did not expect otherwise: everything is shifted to the next legislature. Such is the nature of this management team, such is the nature of this government in terms of taxation, of employee participation and later also in other fields.

Our proposals are implemented for 90% of the time, but in the remaining 10% are located precisely the gaps and the lack of flexibility.

Hopefully, a year after the entry into force of the law and of the implementing decisions, an evaluation will be made to determine how many and which companies participated in the initiative, in which sectors they operate and whether they are small or medium-sized enterprises. It should also be considered on which points the design can be supplemented.

Mr. Speaker, Mr. Minister, dear colleagues, we are invited today to vote on a bill aimed at promoting the participation of workers in capital and the profits of companies.

We will vote on this bill even if we are not applicants and even if this text is not a priority for the Socialists. Why Why ? Because it has the merit, on the one hand, to create a legal framework and, on the other hand, to emphasize appropriate modes of coordination between the company and its human capital.

We will also vote on this draft as it must be recognized that there is a tendency at European level to promote a greater involvement of workers in the management of companies. Such a tool was missing in the arsenal of our legislative measures.

Finally, if we support this project, it is also because several requests made during the discussion of the "employment" budget for the year 2001 were met.

First, there is the social framework of the establishment of a participatory system. The latter must be the result of collective consultation formalized in a collective labour agreement, even though the decentralization of the negotiations will not be able to strengthen cohesion both in the sectors of activity and in the groups of workers.

The principle of non-discrimination and equality of all employees within the company. In fact, this principle is induced by the idea that participation is a collective advantage that should benefit all. However, we still question the exact scope of the possible derogation, that is, the determination of objective criteria for the distribution of benefits.

Participation is an additional income that can never replace the salary or any other benefit granted to the worker. by

Finally, the last request met, a product must be guaranteed for the social security of employed workers. No gap in the financing of our social protection would be eligible. A more favourable tax regime for remuneration benefits arising from capital participation or an investment savings plan is also an element that meets our concerns.

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Regarding the great principles governing our collective organization of work, we must well see that the sectors will no longer be able to fully play their role, which is not safe for social cohesion that the model of concertation established in our country has always been designed to preserve. by

We also regret that the project is limited to capital and profit participation schemes, at the level of the company or group. Even if the sectors are involved in determining, where appropriate, objective criteria for the distribution of benefits among workers, the inability to develop a sectoral framework for financial participation or to constitute a company or a sectoral fund of participation, this inability is of nature to unfold what I would attempt to call a “red tapestry in honor of corporatism”. by

Our fear is also reinforced by the fact that the law leaves the possibility for a single trade union present in the company to conclude a CCT on participation for all workers. One might ask whether this possibility is consistent with the spirit of participation. by

On the other hand, the ambiguity of certain articles may lead to divergent interpretations by social actors. An uncertainty among others concerns the coexistence of a participation plan with a collective labour agreement relating to wages. Certainly, the exposition of the reasons specifies that this CCT must imperatively provide for an increase in wages, in addition to indexation and baremic increases. by

On the other hand, what he does not say is to what extent the wage standard should be used and for which workers an increase should be planned. For us, it is hardly conceivable that a company can establish a participation plan if it has not in advance planned the use of the entire available margin for wages and if the wage increase does not affect all employees in the company. A contrario, one cannot claim that participation is a full-fledged additional income and one would oppose the very principle of this bill which is to allow all workers to join a participation plan, including those who work under the authority of the company but not necessarily bound by a labor contract.

Mr. Speaker, Mr. Minister, colleagues, for a long time, many Belgian companies have been asking for a legal framework for employee participation.

Stronger competition, increasing shortages in the labour market and high fiscal and para-fiscal pressures force companies to strive for greater productivity, cost savings and flexibility in employment policies.

As a result of automation and computerization, more attention is paid to conservation and especially to the motivation of the staff.

However, it would be wrong to propose employee participation as a technique for merely achieving business objectives. The true power of employee participation lies precisely in the ability to create a win-win situation between employer and employee. Employee participation is not only about the improvement of, but above all about the engagement in the company’s results. Under the influence of higher levels of training and more knowledge-intensive jobs, employees foster more expectations from their employer in terms of participation and engagement in the company. From that perspective, financial participation as a collective reward instrument is the translation of key values such as sense of responsibility, result orientation and team spirit in all branches of the company.

However, employee participation should not be presented as a miracle remedy. The relationship between financial employee participation and corporate performance is ⁇ not unambiguous. Therefore, capital and profit participation should preferably be framed within a broader participatory corporate philosophy, while also respecting the institutionalised participation channels. Financial employee participation does not put the traditional consultation at all on the slope, but provides precisely for its enrichment.

What is clear is the link between the degree of implementation of the various formulas of employee participation and the presence of a stimulating legal framework. It is precisely in this area that our country has so far shown a great backwardness compared to other countries. The still high wage burdens undermine the international competitive position of Belgian companies. The absence of a coherent legal framework for an additional remuneration system, such as employee participation, created great legal uncertainty among companies.

In the past, there have already been some shy attempts in our country towards financial participation. However, the tax and parafiscal treatment has so far been virtually discouraging. Furthermore, the conditions associated with the tax and parafiscal treatment were increasingly so strict that an absolutely negligible number of undertakings effectively introduced systems of employee participation. It is therefore especially in the field of capital participation that this bill makes unambiguous progress. Subject to the statutory blocking period, the amount of participation granted in shares will be exempt from social contributions and benefit from a tax preferential rate of 15%. In any case, this is a significant improvement compared to the tax and para-fiscal treatment of collective performance rewards that are not covered by the legal participation plans.

Particularly positive is also the aim to ensure the widest possible application of employee participation in enterprises. The investment savings remuneration now also allows the numerous SMEs to enjoy the benefits associated with capital participations, without however risking the possibility that key business decisions will be mortgaged. Furthermore, the undertaking shall have the freedom of choice to implement the participation plan at the level of the company or at the level of the group to which the company belongs. In order to further stimulate the applicability of the financial participation, it may be appropriate in the future to take a tax initiative for companies that allocate shares to their employees as part of a capital increase, other than through a profit incorporation. The need for employee participation is often the biggest in young, promising companies. They generally make limited profits at the beginning and at the same time they are in great need of new capital and skilled personnel. The regulation in corporate law on the allocation of shares to staff in the context of a capital increase has so far proved to be insufficiently flexible and unsuccessful. An initiative for this category of companies is therefore urgent.

Colleagues, the success of a legal framework for financial participation will not be determined by the number of political groups that approve the bill, but above all by the number of companies that will use the legislation to start motivating their employees in a taxally attractive way. Nevertheless, one can rightly speak of a trend break in political thinking regarding this sensitive dossier, which has been drawing for years. With its draft legislation, the current government has not only managed to prioritize political decision-making over the interests of the employer and worker organisations, but it has above all made a very symbolic contribution to close the gap between labour and capital, which is becoming more and more outdated in our knowledge society.

The establishment of a legal framework that makes it possible for workers to participate in the capital and profits of the companies was included in the Government Declaration of July 1999. Let’s be clear: this is not a priority for environmentalists.

Despite the structural reluctance of the trade unions to the very principle of financial participation, it is undeniable that some workers are indeed demanding such a regime. This is understandable, especially in some companies that fall within the new economy: small teams of workers around an innovative project, little financial capital but a lot of development potential around patents or innovative know-how.

This demand from workers is ⁇ less comprehensible in the traditional sectors where the interests of employees and capital holders remain, in our opinion, divergent. Indeed, in traditional sectors, conceiving the financial participation of workers as a means of eliminating the conflicts of interest between employees and shareholders is probably quite illusory but, after all, why not try the bet?

More generally, the generalization of a financial participation of workers presents certain gaps. First of all, only the market sector can establish a participation plan since it presupposes the existence of capital and profits. Non-market workers and those of public services are therefore, by essence, excluded. Then, within the very market sector, only companies that generate profits will, of course, be able to implement the plan. Therefore, attention must be paid to the risk of increasing the gap between the carrying sectors and the other sectors, as well as the risk of breaking the solidarity between workers in the same economic sector.

Despite these principled reluctance, the project we are proposing today is a balanced project that has many tags in the fiscal and social fields. I would like to review 7 tags that we find important. 1 of 1. The participation plan must be proposed to all workers. This seems to us to be an important guarantee in terms of fairness, freedom and non-discrimination. 2 of 2. Participation must be made through a specific collective labour agreement or through an act of membership when there is no trade union delegation in the company. The collective dimension is always present. 3 of 3. Two ceilings, which we have debated a lot in the committee, imperatively limit the amount of this financial contribution to 10% of the total gross wage mass and 20% of the profit. It is not at all for us to put a brake on economic initiative but, on the contrary, to clearly mark an innovative project. 4 of 4. Participation in profits is subject to tax and social contributions. The balance of social security is guaranteed. 5 of 5. Participation in the capital remains unavailable for a minimum period of two years. 6 of 6. The establishment of a participation plan cannot go hand in hand with a decrease in employment and must be accompanied by a collective agreement on wages. 7 of 7. The project avoids the trap and logic of “stock options” which offers much less guarantees on the fiscal and social levels. by

The project we are looking at appears to be balanced. It responds to a request from some workers, while highlighting the risks of a breakdown of solidarity between employees. It is therefore, in our opinion, a good compromise between various conceptions of the relations between employees and employers. by

I will repeat the words of Mr. van Weddingen: This is the only possible project in the current report within the majority.

I would like to congratulate my colleague who was the Maidenspeech. by

Mr. President, you have the word. The report containing what is called in "French" slides is very instructive. Please please, Mr Minister.

You may have noticed that reports are being written with increasingly large characters. I do not know if this is related or not to the debate we had at the beginning of the session with Mr. from Weddingen.

Some members of Parliament see great, Mr. Minister.

This, in any case, allows for large-scale reports.

The file contains 185 pages, but the report itself contains only 74.

Thank you for this count. I would like to remind you that the creation of the legislative framework for the participation of workers has been expected by the interested circles for a long time. This framework is capable of satisfying the majority of stakeholders, not only within this assembly since the commission adopted the project unanimously, but probably also in the companies, to hear the measured criticism made to the project. It is normal that criticism is made on both sides when considering a balanced project.

I would like to point out that this project is part of a broader set that aims, as I said in the committee, to make Belgium more modern – through workers’ participation projects and soon projects to strengthen the second pillar of pension – more efficient on the financial markets – I think of the creation of Euronext and very soon the reorganisation of the prudential control – but also more welcoming – we will have the opportunity to conduct a debate on this subject with regard to companies, in particular SMEs on the occasion of the corporate tax reform.

The aim of this project is to create the legal framework to make the participation of workers in the capital and the profits of the company more attractive in Belgium, so that – hopefully – the involvement of workers will be stronger within the company and may become a theme of the company.

If the very principle of participation is not yet sufficiently anchored in our corporate culture, legal uncertainty may be there for something. Indeed, in surrounding countries such as France, the Netherlands, Britain and Germany, there is an arsenal of legislative measures to implement this participation. So it was time to take the same approach in our country for all workers.

I will return, Mr. Speaker, to some of the strong elements of the project. by

The strength lines of the draft law can be summarized as follows.

First, the introduction of a participation plan is an initiative of the company. It is an internal choice of every company. That is a good thing.

Second, the participation plan is the result of collective consultation within the company. It is good that in all enterprises discussions between employees and employers will be conducted more frequently in order to implement such a plan.

Thirdly, the participation scheme may take the form of a profit participation or a capital participation. I advocate more for a capital participation, for which we provide in a more favourable tax system than for profit participation.

In addition, the total amount of the benefits may not exceed 10% of the total gross wage mass of the enterprise or 20% of the profit of the relevant financial year. This has been discussed extensively in the Committee. And in my opinion, a report should be submitted, each year, on the state of use of this new legislation within companies. Of course, on the occasion of these annual reports, we should be able to draw some conclusions, ⁇ re-examine its limits.

I would like to thank some members of this assembly for the confidence they give to the government by proposing to re-examine its own limits. We will probably do this here once the annual reports are reviewed.

In case of capital participation, the shares are made unavailable for a period of 2 to 5 years. This is a choice that will also need to be re-evaluated over time, but it is the starting choice of the project.

I hope that at this point we will be able to convince many enterprises that this is not a barrier to participation but rather a normal rule allowing to reinforce again the logic of a participation in capital by the workers themselves and not of a cash participation resulting from a temporary distribution of shares, which would then be put back on the market.

There are other important points.

Because the voting rights associated with shares of mainly family-owned SMEs pose control risks, the introduction of capital participation is not always the most appropriate solution. Therefore, the SME Enterprise Leader will be given the opportunity to implement an investment savings plan. In this way, a greater involvement of employees is enabled than by merely profit participation. The joining employees are awarded annually a portion of the result achieved, which they make available to the undertaking for two to five years in the framework of an unsubstantiated loan at an agreed interest rate.

This system falls under the same tax regime as capital participation. As regards capital participation, the system for SMEs is therefore equivalent to that for other undertakings.

In addition, the participation plan should be presented to all employees within the company. This collective dimension of employee participation aims to encourage all employees to engage in the activities of the company.

The participation plan must provide for a pre-determined formula, where the link with the company’s results is clearly visible. In this sense, participation does not replace — I insist — remuneration. This is an additional income. Employees must be able to maintain their ordinary remuneration when the company records less satisfactory results.

There is another point that I would like to emphasize as the strength line of the project. In the context of the implementation of the participation plan within the enterprise or the group to which the enterprise belongs, since the plan may affect a group, workers will be able to benefit either from profit participations, i.e. in cash, or from participations in the capital of the enterprise, or from both in proportions fixed by the participation plan. Flexibility is at the meeting. by

For capital participations, the bill also provides for the possibility of creating a participatory cooperative with the sole purpose of holding and managing the participation of workers in the capital of the company. This structure has a double advantage for these same workers: on the one hand, it is responsible for the management of securities; on the other hand, it allows them to gather their respective shares in the enterprise and thus offer greater decision-making power within the enterprise. by

Finally, it was also important to go further in the tax and parafiscal regime. by

Therefore, the participations in the capital or in the profits of the undertaking, which are granted within the framework of this bill, are not wages within the meaning of the legislation and do not fall under the tax and parafiscal regime applicable to a wage. It is a more favourable fiscal and parafiscal system than for a real wage.

I will not go back on all the elements contained in the report and widely presented in an exhibition of the reasons that were wanted as pedagogically as possible. I would just like to remind, referring to the example of a company that wishes to grant workers a pre-tax profit of 100 francs, that these workers will receive in cash, through an annual bonus — thus a salary supplement — an amount of 32 francs; through a shareholding, taking into account a professional pre-count of 50%, they will receive shares worth 50 francs. There is therefore a difference between cash participation and capital participation. This seems to me normal in the perspective that the project intends to strengthen this real participation in capital.

I would like to emphasize a few amendments that have been adopted in the committee. One of them prevents that the taxable base may be much lower than the actual value of the shares assigned when the plan results in the distribution of shares. A distinction is made in this matter depending on whether the stock is listed on the stock exchange or not. As such, the amendment adopted by the commission provides for the intervention of a company auditor or an external accounting expert within the framework of the mechanism for the evaluation of unlisted shares. Similar provisions already exist in other legislations. by

A second element allows the King to offer companies that wish to grant a share in the capital the possibility to obtain from the tax administration a prior agreement, a "ruling", on the modalities of valuation of the shares offered to workers.

This is an important security element, which we will have to implement in enforcement of the law.

Finally, the aim is to treat, in tax and para-fiscal terms, in the same way a worker who receives cash and a worker who receives shares and then resells them during the period of unavailability, that is, he does not agree to keep them unavailable during the planned period. by

In other words, the sum of the 15% tax and the 23.29% additional tax relating to the participation in the capital made available corresponds to the sum of the solidarity contribution of 13,07% and the 25% tax withheld when collecting a cash participation. If I insist on this point, it is to remind that, therefore, the article 114 introduced by the bill in the Code of taxes assimilated to income taxes and fixing the taxable basis of this additional tax, must be interpreted in this sense, so that the taxable basis of the additional tax corresponds to the actual value of the shares made available after deduction of the 15% tax that has already been collected. by

This precision, a little too technical for a plenary debate, will however allow for a correct interpretation of the provision thus introduced in Article 114.

In a synthetic way, it can therefore be emphasized that through this project, workers receive a net income — it is important to report it — and that the debit of the retention at the source is left to the employer who is responsible for it before the tax authority. The possible distribution between the Ministry of Finance and the ONSS concerns only the public authorities. Employers do not have to worry about this project. The retention will be made according to the same modalities as those already existing for the retention of the furniture pre-count on the dividends to be distributed by the company. by

There is therefore no obligation for the worker to declare the shares in his tax return, contrary to what exists for stock options. This is an attempt to simplify administrative procedures. There can be no simpler thing than not asking to declare an income to the Ministry of Finance. Here, the simplification is total. by

In the event that there is any doubt, I remind you that the other income must be declared. The statements are beginning to reach taxpayers. by

Finally, I would emphasize that the public issuance of shares or shares, which would take place within the framework of the participation plan, is not subject to the measures for the protection of public savings provided by Royal Decree 185 of 9 July 1935. Therefore, the CBF should not give its prior approval to the prospectus, but rather release the undertaking from the obligation to issue the prospectus.

In conclusion, Mr. Speaker, this bill — many have recalled it — constitutes an innovation that should be welcomed in the company. It is a common project for the company, an equal project, which must benefit all workers. It is a project that allows everyone to be informed and, ⁇ , to participate in decision-making within the company. It is also a project that ensures a tax and parafiscal treatment of participations more attractive than the treatment reserved for ordinary remuneration. It is therefore a project that is part of the reduction of the fiscal and para-fiscal pressure on work, through the reduction of social contributions, through the reduction of taxation itself. by

The interventions that have just been developed lead me to remind you that each year we will submit a report on the use of this legislation in companies. I would like to thank Mr. Specifically. Chabot for his vibrant call to extend this system to other sectors of activity, even in a slightly different form. There are other areas that might also see participation strengthen. by

I would like to especially thank the assembly which, if I believe the announcement renewed on this tribune, will approve this text unanimously. By deduction, we will probably have seen for which groups this project was a priority, but I thank all the groups for their willingness to support it. by

I am not going to say that this is a historical project, it would be going too far. Other projects that are voted in this assembly are probably much more important, but I think despite all that we are taking a step forward in the right direction, that of a greater participation of workers within the enterprise and ⁇ of a reconciliation or a stage of reconciliation between capital and labour.

General discussion is closed. The general discussion is closed.