Good governance: The right of consent of the Works Council

Publication date: 28 April 2016
For a number of important decisions the management of a company needs the consent of the Works Council. What happens if the works council does not grant consent?

corporate governance

Right of consent

If a company has 50 or more employees, the entrepreneur (represented by the management) is allowed to make certain decisions only with the consent of the Works Council. In addition to the right to be consulted, the right of consent is the second important right of the Works Council.

The right of consent refers to intended decisions regarding the social policy of a company which are not regulated by a collective agreement. This includes decisions relating to the establishment, modification and withdrawal of arrangements regarding:

  • Working hours and holidays
  • Remuneration or job evaluation systems
  • Working conditions, sick leave and reintegration policy
  • Privacy and use of social media
  • Pension agreement

Matters already regulated by a collective agreement or of an individual nature do not fall under the right of consent.

Which procedure does the entrepreneur have to follow in the event of a decision that is subject to the right of consent?

  1. The entrepreneur must submit to the Works Council in writing the intention to take a decision that requires consent (including his reasons and the expected consequences for the staff).
  2. The Works Council must be given the opportunity to study the request for consent and to discuss it (internally).
  3. The entrepreneur and the Works Council must (at least) once discuss the matter jointly once.
  4. The Works Council will notify the entrepreneur whether or not it agrees with the request for assent.
  5. Then, the entrepreneur will notify the Works Council as soon as possible in writing and substantiated of his decision.

Consequences of refusal of consent by the Works Council

A decision made without the required consent is void (not valid), if the works council invokes nullity of this decision in writing up to one month after:

  • The Works Council was notified of the decision by the entrepreneur.
  • The Works Council noticed that the entrepreneur has applied or implemented the decision.

At the request of the Works Council, the entrepreneur may be obliged by the subdistrict court not to apply or implement this void decision.

What if the Works council continues to refuse to grant consent?

The entrepreneur may request the subdistrict court’s alternative consent. The subdistrict court may only grant this consent after having considered the arguments brought forward by the entrepreneur and the objections of the Works Council, if

  • The decision of the Works Council is unreasonable.
  • There are serious reasons for the company that require the intended decision.


  • Check at an early stage whether for an intended decision within your company the consent of the Works Council is required.
  • If so, submit the decision to the Works Council and check whether your request for assent meets all procedural requirements.
  • Contact a lawyer if you are not familiar with the requirements of the assent procedure or if the Works Council does not grant consent.

More information

Do you have any questions about the right to be consulted and the other powers of the Works Council, or any other questions regarding corporate law and employee participation, please contact us:

    Share on social media

    • Employment law and dismissal

    Equality in the workplace: Taking care of female employees

    21 October 2021

    What must employers keep in mind regarding a work culture where everyone feels comfortable? What are the legal rights of pregnant employees and employees with children? Our lawyers Eileen Pluijm and Priscilla de Leede answer these questions in their article in Lady Justice, the magazine of the Women Lawyers Section of Primerus.

    read on
    • Works Council
    • Employment law and dismissal

    Works council: COVID-19 measures and mandatory vaccinations

    19 October 2021

    What rights does the works council have in relation to measures against the coronavirus within the company? And what role does the works council play with regard to the (im)possibility of mandatory vaccination against the coronavirus?

    read on
    • IT and ICT
    • Employment law and dismissal

    Uber drivers are employees, not self-employed workers

    14 September 2021

    According to the Amsterdam District Court, Uber drivers are employees. Therefore, they are covered by the collective agreement of the taxi industry with all associated rights and obligations. How did the District Court reach this judgement? And what does it mean for other forms of platform work?

    read on
    • Retail
    • Employment law and dismissal

    Questions and challenges during COVID-19: Dutch employment law, tenancy law and contract law

    13 September 2021

    In this article, we will discuss several questions and challenges in the field of Dutch employment law, tenancy law and contract law during COVID-19.

    read on
    • Corporate law

    Is a management agreement an employment contract or a contract for services?

    26 August 2021

    Do the new rules of the Supreme Court for the assessment of employment contracts also have consequence for management agreements? Case law has not decided yet. This can be seen from the judgments of the Arnhem-Leeuwarden Court of Appeal and the District Court of Midden-Nederland about the management agreement of the CFO of Volksbank.

    read on
    • Employment law and dismissal

    Dismissal of sick statutory director

    12 August 2021

    A sick employee may not be dismissed. However, an employee who knows of imminent dismissal, cannot avoid this by reporting sick. But when does the employee know that this is the case? This question was central to the court case concerning the dismissal of a CFO of Volksbank.

    read on
    • Employment law and dismissal

    Personnel: Rules on employee appearance in company regulations

    10 August 2021

    Employers can determine rules on clothing and appearance in company regulations. What do employers have to keep in mind when setting such rules?

    read on
    • Employment law and dismissal

    Three important topics to include in your employment contract under Dutch, US and UK law

    15 July 2021

    In the last issue of Stare Decisis, Priscilla de Leede of Russell Advocaten, Mary Edenfield of Mateer Harbert and Ed Belam of Marriott Harrison discuss the most important topics to include in your employment contracts regarding the termination of the contract. There are some important differences to take into account!

    read on