other forms of worker representation (notably works councils and trade unions) is crucial for
the representatives’power resources (Lafuente Hern
andez, 2019;Haipeter et al., 2019) and the
effective implementation of the basic principles of worker participation, especially in relation
to information and consultation rights (Waddington and Conchon, 2016).
Despite its importance, the question of confidentiality between the shareholder board
members, board-level worker representatives, works councils, trade unions and other form of
worker representation has been addressed quite rarely in the literature to date.Gold (2011),
however, found that the issue of confidentiality, and particularly how to handle sensitive or
restricted information about company strategy and operations, were the most serious and
problematic issue facing board-level worker representatives. Waddington and Conchon’s
(2016) comprehensive work revealed a trend in various European countries to label almost
everything discussed at board-level as ‘confidential’. According to their study, one of the most
important reasons for the increased labelling of documents and discussions as ‘confidential’is
management’s fear that worker (and, to a lesser extent, shareholder) representatives might
communicate information discussed at the board to external parties, including the media (see
also Cremers and Vitols, 2016). This fear is especially acute where the information refers to
sensitive financial or other issues, which can affect the implementation of a growth strategy
(Timming and Brown, 2015). Disclosure of confidential information can occur, as Davies and
Hopt (2013) observe, even where mandatory rules on boardroom secrecy are well-established
(as in Germany).
It might be understandable that management would wish to label as much information as
possible as ‘confidential’, in an attempt to try and reduce the risks of disclosure. However, the
consequences of such action, and of greater (mis)use of the ‘confidential’label, can include a
limitation of the right, and duty, of board-level worker representatives to coordinate with, and
report back to, other worker representatives (Waddington and Conchon, 2017;De Spiegelaere
and Jagodzinski, 2016), and therefore present a significant obstacle to the proper functioning
of worker representation on boards (Lafuente Hern
This article explores the implications of confidentiality of board-level information for
effective worker participation.Our focus is on the restrictions confidentialityobligations place
on board-levelworkerrepresentativesin fulfilling theirrepresentativeroles. Our mainargument
is that if board-level worker representatives are excessively constrained by confidentiality
provisions, their capacity to work effectively is brought into question, and their relationships
with other worker representatives, notably the works council members, is rendered more
difficult. Furthermore, we emphasise that the content of the information in question is key.
What is ‘prohibited’and consequently non-communicable must depend on the topic and
sensitivityof the information; notall information can or shouldbe treated in the same manner.
The article looks in-depth at the issue of confidentiality from the perspective of board-level
worker representatives at national level, using the case study of Slovenia, and focusing on
three key questions. First, what board-level information is labelled as ‘confidential’and why?
Secondly, how do board-level worker representatives deal with non-communicable
information? Thirdly, how does (non/)disclosure impact the relationships between different
worker representation mechanisms? Our aim is to draw attention to the relatively neglected
issue of how labels of ‘confidentiality’affect the work of board-level worker representatives
via in-depth qualitative research.
The article proceeds as follows. First, we discuss the concept of confidentiality in the
context of existing work on different forms of worker participation in the enterprise. We then
outline the main characteristics of the Slovenian context, and the specific model of worker
participation in Slovenia, focusing on the roles of the different worker representation
mechanisms (namely, board-level worker representation, works councils and trade unions).
We present our data and measures, and then discuss the main implications of how
confidentiality affects the interaction between key stakeholders.