EUROPEAN COMMUNICATIONS COUNCIL

RULES AND REGULATIONS PROTOCOL

1.	PREAMBLE

A “ European Communications Group ” (ECG) was set up in 1996 and met for the first time on 10th September 1996. Its name is now changed into “European Communications Council” (ECC).	

The ECG was created on basis of an agreement approved by each country of the European Union (E.U.) where McDonald’s Corporation is doing business and which is signatory to the social charter of the Maastricht treaty. 

This agreement, hereunder the “ECC agreement”, was subsequently approved by ECC members on 10th September 1996. It is attached hereto.	

The ECC aims at an exchange of views between personnel delegates and management representatives of McDonald’s, emanating from each country of EU. The issues subject to this information and consultation (i.e., exchange of views) are to be of community-wide and transnational interest. Through the process, management and personnel representatives alike reassess their wish for streamlining a two-way communication and strengthening social dialogue which they regard as important for the development of McDonald’s.	
This protocol details the rules and regulations applicable to the ECC.	

2.	ADOPTION AND MODIFICATION OF THE PROTOCOL

2.1 The rules and regulations protocol is adopted according to the procedure provided for in article 5.9.1 below.	

2.2 Any member of the ECC may propose an amendment to this protocol. The proposal should be addressed to both the Chairman and Vice-Chairman of the ECC at least 45 days prior to next ECC meeting. This amendment is placed for discussion on the agenda of the next ECC meeting in accordance with the provisions of article 5.4. If so, the proposal is then circulated to all ECC members along with the agenda.	

Such amendments may be adopted according to the procedure provided for in article 5.9.1. below, possibly after alterations resulting from comments and suggestions made by ECC members during the meeting. 

3.	LANGUAGE USED IN ECC

The official language of the ECC is English. However, translations will be provided as needed to enable each participant to take part in the discussions. Likewise, all major documents discussed during the ECC will be translated in each country for the relevant ECC members at the initiative of the local Human Resource Department.	

Such is the case for all official documents such as agreements, protocols, agenda and minutes of the ECC meetings. It is however emphasized that, should any contest arise from these documents, the original text in English will be considered as the only legal reference.	

4.	COMPOSITION OF THE ECC

4.1 The members of ECC are: 	

- management representatives	
- personnel representatives, hereafter the delegates

4.2 Management representatives

There is a maximum of one for each country. A representative may cover more than one country.  (S)He is designated by the management of the McDonald’s office in each country.	

Prior to and after the ECC meeting, (s)he is responsible for coordinating with the delegate(s) of his/her country for all necessary translations and to facilitate the participation of the delegate(s) at ECC meetings.	

The Chairman of the ECC is chosen from among the management representatives.

4.3 Personnel representatives (delegates)	

	Delegates are designated according to article 2 of the “ECC agreement” and the procedures abiding by the various national laws and practices of each country, including those used to designate the delegates in the initial meetings.

	The delegates are responsible for representing the personnel of his/her country in the ECC. They may communicate with the Vice-Chairman who is designated from among the delegates.

	Delegates to the ECC exercising their functions shall enjoy the same protection and guarantees provided for employees’ representatives by the national legislation implementing the directive 94/45 of the E.U. (dated 22nd September 1994) and if none the practices in force in their country of employment.

4.4 Chairman

	The Chairman is chosen annually from among the management representatives and will serve up to the next ordinary meeting. In the event (s)he cannot attend the ECC meeting, (s)he may designate a substitute among the management representatives to prepare and chair the meeting.	

The main responsibilities of the Chairman are:

•	Prepare the agenda with the Vice-Chairman and ensure that the topics are within the scope of the ECC agreement, and more particularly that they are of community-wide and transnational interest,
•	Chair the ECC meetings in a fair way enabling each member to take part in the discussions and consultations and ensure that there is an open dialogue,
•	More broadly, ensure that the requirements of information from the delegates receive appropriate answers,
•	Coordinate the viewpoints of the management representatives and when appropriate speak on behalf of the management and state its official standpoints,
•	Take all necessary steps for the preparation, organization and follow-up of the ECC meetings.

4.5 Vice-Chairman	

	The Vice-Chairman is designated by the delegates according to the procedure provided for in article 5.9.2.

	(S)He is elected this way at the annual ordinary meeting and serves until a new election is conducted in the next subsequent ordinary meeting.

	If for any reason, the Vice-Chairman is not able to attend the ECC meeting, (s)he is replaced by a substitute.

	For this purpose, two substitutes are designated through the same procedure as the Vice-Chairman.

	In case the Vice-Chairman cannot attend the meeting (s)he is automatically replaced by the first substitute. If the latter cannot replace the Vice-Chairman, the second substitute will carry out the office. 

	The main responsibilities of the Vice-Chairman are:	

•	Prepare the agenda of ECC meetings with the Chairman after coordinating with all other delegates, and ensure that topics are within the scope of the ECC agreement and more particularly that they are of community-wide and transnational interest,
•	Assist the Chairman during the meetings by ensuring that all delegates are satisfied with the way the meeting is going on to meet delegates’ wishes and requirements,
•	Read and give his/her approval on the draft of the minutes prior to distribution to all ECC members,
•	Coordinate with delegates between meetings.

4.6. Non-member attendants employed by McDonald’s
	
4.6.1 Although McDonald’s organization leaves it to each country to manage locally the business on a fully decentralized basis, some of the topics discussed in the ECC may require input from representatives of McDonald’s Corporate Head Office, pertaining to McDonald’s international business. For this purpose, two persons from the Corporate Head Office will attend the meetings.

4.6.2 Furthermore, the various issues tackled within the ECC may require input from experts or managers employed by McDonald’s with particularly specialized knowledge pertaining to some aspects of McDonald’s International business. In such instances those persons will attend the ECC meetings unless a majority of delegates express the view that the participation of the person is not necessary.

4.7. Outside attendants

4.7.1. Professional secretary and translators

	The services of an outside (i.e. non-employed by McDonald’s) professional secretary may be called upon in order to prepare a draft of the minutes of the ECC meetings, unless other arrangements to this purpose are made.	

Likewise, translators when required will be provided for the meetings.

	In both instances, management will select and pay for these services.

4.7.2. Other outside attendants and experts

	For any reason outside attendants may be allowed to take part in ECC meetings at any ECC member’s initiative, subject to the agreement of the members provided for in article 5.9.1. hereunder.

	It may also happen that an outside expert is required to bring light on specific subjects. The decision to have such an expert is made according to the procedure provided for in article 5.9.1. hereunder. In such a case, the expert will be paid by the management.

5.	MEETINGS

5.1 Ordinary meetings are organized once a year in a location chosen by the management. They usually last one and a half-days but may take more or less time according to the agenda. This decision is made jointly by the Chairman and Vice-Chairman.	

Apart from the ordinary meetings, extraordinary meetings may be called by joint agreement of the Chairman and Vice-Chairman.  Delegates will be notified of the time and place of such meetings as soon as possible.

5.2	The following costs incurred for the venue are paid by McDonald’s: hotel (rooms and meeting rooms), travel expenses, meals, translation.	

5.3	Those delegates that are normally employed on a part-time basis will be paid on a full-time basis during the days the meetings last.	

5.4	The agenda is prepared and agreed jointly by the Chairman and Vice-Chairman. It is then circulated to all members at least 30 days prior to ordinary ECC meetings.	

5.5	In order to help ECC members prepare for the meetings efficiently, documents related to topics of the agenda may be prepared and circulated to all members ideally with the agenda and no later than 14 calendar days before the ordinary meeting.	

5.6	Meetings are conducted  in a way allowing each participant who so wishes to express   himself or herself. Free  expression for  all members is a  basic  principle.     Exchanges   of  views  between  the  ECC members are favored by the Chairman.

5.7	Confidential information may be given to ECC members during the meetings. Any such information will be regarded as confidential when the Chairman declares it. It is then the responsibility of each member and participant to keep it confidential and ensure it is not disclosed. Furthermore no mention of it will be made in the minutes except for broad wording.

5.8	After each meeting a draft of minutes reflecting all debates and inputs from the members is prepared under management responsibility and costs. It is reviewed by the Chairman and the Vice-Chairman. It is then circulated to all members after translation in each country.	

The minutes are officially approved during next ECC meeting after alterations from the members when appropriate. It is regarded as a principle that each member is entitled to amend sentences relating to his/her declarations during the ECC meeting, so as to have the minutes reflect his/her thoughts the way (s)he feels they should be reflected.	

5.9	Votes 

There may be various situations where a vote is necessary or felt appropriate by the ECC members. Such is the case for designation of the Vice-Chairman, approval of minutes, etc.	

Two types of votes are considered hereunder.

5.9.1. Votes requiring management approval
	
Votes related to decisions such as:	

•	Adoption and amendment of this protocol
•	Admission of outside attendants or experts
•	More broadly : any decision that may result in extra costs for McDonald’s.

	For all such votes the procedure will take the following steps:

•	Management agreement will have to be given by the Chairman. If the management does not approve the proposal the vote is ended,

•	If the Management approves the proposal, delegates will vote and the  majority will rule. The majority is reached when more than half of the delegates attending the meeting agree to the proposal.

5.9.2. Votes not requiring management approval 

In instances of a nature other than the ones provided for in article 5.9.1. it is the delegates only who will take part in the vote at majority rule. In such instances, the majority is reached when more than half of the delegates attending the meeting approve the proposal.

6.	BUDGET

The Vice-Chairman will be granted up to two days per annum as appropriate paid by his company in order to do the preparation and follow-up of the ECC meetings.	

A telephone and fax will be made available to him/her within the premises of the company. These should be located in an office providing sufficient confidentiality. A locker will also be provided by the company.	

All telephone and fax costs will be paid by the company within a limit of Euro 1500 per annum.	

Reasonable expenses of the Chairman and Vice-Chairman connected with the development of the agenda or for other reasons connected to the ECC will be reimbursed by the company.

Barcelona, the 12th of September 1997

__________________________		________________________

Joëlle Brems, Chairman of ECC		Mollie Thomacos, Vice-								Chairman of ECC