NOVEMBER 2019

KELLOGG EUROPE

INFORMATION & CONSULTATION FORUM

INTENT

Employee Delegates within the Kellogg Europe Information and Consultation Forum (later on in this Agreement called “Forum”) will be informed and consulted on significant transnational issues affecting the interests of the employees they represent. The Forum is founded on the spirit on openness, mutual trust and interest, and it is in this constructive spirit that it does and will endeavour to operate. The activities of the Forum should contribute to the shared objectives of helping the Company develop its business while involving employee representatives in the decisions making process.

The establishment of the Forum was intended to provide an appropriate body for open communication at a European level between the Company and Employee Delegates who sit on the Forum. The parties confirm that the Forum is intended to complement − and under no circumstances to question or replace − the role of other national workers’ and employee representative structures.

All parties of the Forum commit to acting in the spirit of the legislation, Directive 2009/38/EC of the European Parliament and the Council of 6 May 2009 and with the provisions set out in the Irish law “Transnational Information and Consultation of Employees Act, 1996 as amended by the European Communities (Transnational Information and Consultation of Employees Act 1996) (Amendment) Regulations 2011”.

Establishing an effective transnational dialogue with employee’ representatives is an integral part of the Company’s orientation and represents an important element of the Company Philosophy.

The stronger globalisation of product development, manufacturing, marketing and distribution, and, as a consequence, the international operation of the Company’s European activities, has to be complemented by social dialogue with the focus on relevant cross-area employee issues.

SCOPE OF APPLICATION.

The Forum will embrace Kellogg operations and its employees in Kellogg Europe, both within and outside of the European Union (which, for the avoidance of doubt, will include the United Kingdom).

Employee Delegates to the Forum will be drawn from those countries of the European Economic Area (EEA) (which for the purposes of this Agreement includes the United Kingdom whether or not it is in the EEA) where the number of employees or the importance of that business is appropriate in proportion to other countries in the EEA (see article 4.2 and Appendix 3).

DEFINITIONS AND COMPETENCES.

3.1 “Central Management” means appropriate representatives of Company management with the relevant decision-making powers within the Company, at a European level. Representatives of Central Management will be as determined by the Company.

3.2 “Employee Delegates” means the employee representatives designated to be members of the Kellogg Forum in accordance with Section 4 and Appendix 3 of this Agreement.

3.3 “Information” means transmission of data by the Company to the Employee Delegates, to acquaint them with the subject matter and to examine it. Information shall be given at such time, in such fashion and with such content as is appropriate to enable Employee Delegates to carry out an appropriate assessment of the potential impact thereof, and, where necessary, to prepare for consultation with Central Management.

3.4 “Consultation” means the exchange of views and an establishment of dialogue between the Company and Employee Delegates of the Forum. The general steps of consultation between the Company and Employee Delegates is as follows:

The Company shares the relevant “information” to Employee Delegates;

The Employee Delegates conduct an assessment of the “information” provided;

The Employee Delegates can offer alternative solutions and/or issue one or more opinions regarding the “information” provided, to be taken into account by Central Management;

Central Management will consider any alternative solutions and opinions put forward and provide a response regarding any opinions and/or alternative solutions put forward by Employee Delegates.

The above mentioned steps must take place within a reasonable time, in such fashion and with such content as are appropriate to allow a fair consultation process before decisions are adopted by Central Management.

The Company is committed to giving due consideration to the views expressed by the Employee Delegates. The Forum shall be entitled to express an opinion on the information received by the Company provided that nothing shall require the Company to delay or postpone the making of decisions within agreed timelines on the basis of no opinion having yet been received from the Forum.

Central Management shall agree the time available for consultations with the Delegate Chairperson, Delegate Vice Chairperson and EFFAT representative on a case-by-case basis.

3.5 In order for a subject to be eligible for discussion at the Forum, the subject must have trans-national importance i.e. the subject must relate to:

Kellogg Europe Group as a whole, or
At least two undertakings or establishments of the group situated in two different countries that form part of the Kellogg Europe.

It is agreed that subjects which are closely related to a single specific country are not to be discussed by the Forum and will be discussed at national and/or local level. It is further agreed that the Forum will not, and is not allowed to, involve itself in matters that are only the prerogative of national or local negotiation or consultation processes.

3.6 Subjects for information or consultation of the Forum will focus on the following:

Economic and financial situation of the Company
Development of the business structure, including competitor issues
The Company structure and major organisational changes
Employment trends and situation
Major reduction of work force or closing down of facilities
Significant investment projects
Training and Development
Health, Safety and Environment
Any other subjects that are of interest for the employees in at least two countries

All of the above topics listed in 3.6 can only include those that are subject to, and within the control of Kellogg Europe Central Management.

3.7 Additional subjects may be presented by Central Management or the Delegate Chairperson by mutual agreement. Except as otherwise mutually agreed by Central Management and the Delegate Chairperson, no other subjects shall be presented to the Forum.

3.8 In the event of a dispute as to whether a subject is appropriate for discussion within the Forum, the matter shall be resolved by agreement between Central Management and the Delegate Chairperson, supported by EFFAT representative. See Appendix 1.

3.9 Where a Pan-European issue is identified and the Company deems that it requires more consideration than a regular Forum meeting will permit, the process outlined in Appendix 2 will apply.

4 MEMBERSHIP AND ORGANISATION.

Employee Delegates will be employees of Kellogg’s in Europe. They will normally be members for a five-year period and will be designated/elected in accordance with local and national practices within the various countries and locations. For each employee delegate a deputy will be designated.

In line with the Scope of Application at clause 2, the locations identified in Appendix 3 will be represented.

Membership ends before the five-year term expires by way of resignation, termination of mandate as a local workers’ representative or termination of the employment contract with Kellogg. In any of these cases, a deputy member of the same Kellogg European country will stand in for the entire remaining term of the full member’s mandate. Subsequently, a new deputy member will be designated for the remaining term. This will also apply if the membership of a deputy member ends before the end of the five-year term. The duties of the new full member or deputy will become effective on the same day as their designation. The Company will ensure that Employee Delegates are provided with full and appropriate information regarding their Forum duties before taking up membership of the Forum.

The number of Employee Delegates representing the European locations will be reviewed on an on-going basis, (between Central Management, the Delegate Chairperson, the Delegate Vice Chairperson, and the EFFAT representative), together and relative to the area of representation, number of employees represented, gender balance and the Company’s development in Europe. Designations would normally cover the period of this agreement and must be in accordance with 4.1 and 4.2 In addition, a full time USDAW official, recognised by the Kellogg Company, will be invited to accompany the Employee Delegates at the Forum meeting. This official will also represent all EFFAT member organisations. The Company shall bear all the costs associated with travel, board and lodging for the EFFAT Union Officer participation.

Central Management and Employee Delegates may invite two observers to attend Forum meetings. Observers must be Kellogg employees and the names of the each observer must be mutually agreed in advance. If the Delegate Chairperson or EFFAT representative deems it necessary for an expert to participate on a certain criteria then the procedure as per clause 5.11 below will be followed.

The Company Chairperson of the Forum will be the President, Kellogg Europe, or his/her nominated deputy, who will be assisted by members of Central Management. The Employee Delegates will elect a Delegate Chairperson and Vice Chairperson from their delegation with a term of office of five years. These elections will take place at the same time as the elections for the wider Forum.

5 FREQUENCYAND ADMINISTRATION

FREQUENCY

The Forum will meet a minimum of twice per year. The first meeting is to take place during Q2. The second meeting of the year may be called by either Central Management or Employee Delegates at a mutually agreed date in the event that circumstances require, but in any event the second meeting should take place no later than November.

AGENDA

Central Management, the Delegate Chairperson, supported by the Delegate Vice Chairperson, and the EFFAT representative will meet three times per year. Two of these meetings will be held 4 weeks prior to the Forum meeting to agree the Forum agenda, with another meeting taking place midyear. Proposed items for the agenda from Employee Delegates may be submitted to the delegate Chairperson no later than six weeks prior to each Forum meeting.

The third meeting will be held mid-year in between the two forum meetings.

Central Management will provide the full agenda to all Forum Delegates one week prior to the forum meeting.

LANGUAGE & TRANSLATION

All Forum meetings will be held in the English language and where necessary simultaneous translation into other languages will be made available for attending Employee Delegates. Documentation for information and consultation at main Forum meetings should be made available before meetings, in the required languages, in an appropriate time (minimum 1 week before the meeting where possible). Key points, questions and actions arising from the meeting will be taken. They will be made available to all Employee Delegates no later than one month after the meeting, in English.

PRE-MEETINGS AND DEBRIEFING-MEETINGS.

Employee Delegates attending the Forum meetings shall hold a pre-meeting in which only Employee Delegates participate to prepare themselves for the plenary meeting with Central Management. All Delegates, if required, will stay the night before the main meeting.

Once the main meetings with Central Management are concluded, the Employee Delegates will then hold a subsequent meeting (hereinafter, “debriefing meetings”), in which Central Management representatives shall not take part. The Forum debrief meeting will normally conclude by 3pm to allow time for delegates to travel home. This is also to allow a 12 hour break from when the delegate arrives home to when they are required to attend their next shift at work.

5.5 COST

Central Management shall bear the costs deriving from the functioning of the Forum including Forum meeting venues, accommodation, translation services and travel cost of Employee Delegates attending the meetings. Travel arrangements for all attendees will be arranged centrally by the Company. Attendance at Forum meetings, and any other extraordinary meetings to conduct information and consultation between Central Management and Employee Delegates, will be considered business travel and local policies in connection to employee travel will apply.

5.6 CONFIDENTIALITY

In order to provide a meeting environment which is based upon open and frank communication on all aspects of the business, each Employee Delegate and attendee undertakes, and is committed to observe, strict confidentiality with regard to information disclosed as being confidential. “Confidential information” means information whose nature is such that its disclosure could objectively and seriously damage the operation of, or be detrimental to, Kellogg. The Company agrees that it will not avoid providing comprehensive and appropriate information that is relevant to the Forum on grounds of confidentiality.

Central Management shall declare whether any information should be treated as confidential before sharing it. If Central Management declares certain information as confidential, it shall state (1) why said information is deemed confidential; (2) for whom said information is deemed confidential; and (3) for how long said information should remain confidential.

The Forum, by simple majority of its members, may question the confidentiality of any information and request that Central Management reconsider its position. In this case, the Delegate Chairperson shall discuss with Central Management in order to reach an agreement.

5.7 TRAINING

For the exercise of their representative duties, in a transnational setting, the Employee Delegates of the Forum shall be provided with appropriate training by the Company without loss of wages. Such training shall be arranged by Central Management, after discussing with the delegate’s chair, to ensure it is made available fairly for all members of the Forum.

The training may include the following:

A joint training on EU Social Policy legislation and EWC legislation held at least once every three-year mandate.
Other agreed training courses lasting at least half a day per year if necessary, allocated in addition to the meetings already set out by this agreement.

5.8 TOOLS

The Company will make facilities available to the Employee Delegates for the good functioning of the Forum (e.g. IT equipment such as a laptop that is Skype enabled). The Employee Delegates shall be given the communication tools needed to exercise their function, including the possibility to set up internal meetings, telephone or video-conferences, exchange e-mails, and communicate among each other via the Group’s IT infrastructure.

5.9 LINKAGE WITH NATIONAL EMPLOYEE REPRESENTATIVE STRUCTURES

National and European levels of information and consultation must play complementary and effective roles. Pursuant to this Agreement, consultations at the national and/or local levels about issues that may have a transnational impact cannot start before the beginning of a European consultation with the Forum. Consultation within the Forum will supplement and not replace, duplicate or supersede existing mechanisms for informing and consulting employees at national level.

5.10 PROTECTION OF EMPLOYEE REPRESENTATIVES

Under this Agreement, Employee Delegates, while performing their duties, are entitled to the appropriate protection and guarantees provided for employee representatives by the national legislation and/or collective agreement of their individual country of employment.

Employee Delegates will not be subject to any discrimination resulting from the lawful exercise of their Forum duties. Performing agreed duties as a Forum Employee Delegate or deputy, as outlined in this Agreement and with particular attention to their obligations relating to Forum confidentiality, will not affect performance appraisals and career development in any way.

5.11 APPOINTED EXPERT

In the performance of all the duties set out in this section, the EFFAT Representative and with agreement of the Delegate Chairperson and Central Management, a designated expert will assist the forum.

The Company shall bear all costs associated with travel, board and lodging as well as the fees of experts designated by the forum to participate in a meeting about matters in which the Forum lacks expertise; this will be agreed with Central Management, Delegate Chairperson and EFFAT representative in advance.

6 STATUS OF THE ARRANGEMENT

DURATION

The agreement comes into effect when signed by all parties (Central Management and Employee Delegate Chairperson, Vice-Chairperson and EFFAT representative) and will run for a minimum period of five years. However, it may be terminated by either party during this minimum five year period by either party providing the other with six months’ notice in writing (subject to that notice ending at year end).

If the Employee Delegates wish to serve notice as referenced above then a full majority of Employee Delegates must agree to terminate the present Agreement. Notice must be given by registered mail or sent via email duly signed by the Delegate Chairperson.

If Central Management wish to service notice as referenced above then written notice must be given to the Delegate Chairperson by registered mail duly signed or sent via email by an authorised Company representative.

If the minimum five year period (or at the end of the six months’ notice period if sooner) expires without any agreement among the parties to extend this Agreement, then this Agreement will be terminated. Both parties though will continue to work in line with this Agreement until a revised/new agreement can be agreed.

In the event of legislative or organizational change Central Management and Employee Delegates can propose, at any time, amendments or renegotiation to this Agreement to reflect those changes.

INTERPRETATION

This Agreement shall be interpreted and construed in all respects in accordance with Irish law and by reference to the current English language version. In the event of any ambiguity in translation, the English language version will form the authoritative version.

SIGNED

________________________ __________________________

Dave Lawlor Mervyn Jones

President Kellogg Europe Delegate Chairperson K.E.I.C.F.

Chairperson K.E.I.C.F. On Behalf of Employees

On Behalf of Kellogg in Europe

________________________ __________________________

Sam Thomas-Berry Pedro Carmona Contreras

VP Human Resources Kellogg Europe Delegate Vice Chairperson K.E.I.C.F.

On Behalf of Kellogg in Europe On Behalf of Employees

__________________________ Dave Gill

On Behalf of EFFAT

THIS AGREEMENT IS A CONTINUATION OF THE AGREEMENT

SIGNED BY MR TIM MOBSBY AND MR GEOFF MARTIN

ON THE 16^th OCTOBER 2002

APPENDIX 1

Procedure to be followed if an item is in dispute or to decide whether if an Issue is a Forum Issue

The following process defines how a dispute on whether an issue falls within the scope of matters to be considered by the Forum will be resolved.

Company communicates a circumstance or a proposal to take an action.

Company may communicate that it does not regard the issue as relevant for the European Forum according to clause 3 or is a dispute.

If the Employee Delegates disagree, the Delegate Chairperson will communicate to the Company within 5 working days that they believe the matter for consultation or dispute fails within the Forum within the scope of section 3 of the Agreement and explain the reasons why they hold this belief.

Company will consider the view of the Forum.

Company communicates its view after considering Forum’s input. This might be a revised view that agrees with the Employee Delegates or the Company may maintain its original view.

If at this stage there continues to be a disagreement between the Company and Employee Delegates, the decision will be escalated to the two Co-Chairs supported by the EFFAT representative and Central Management representative.

If the two Co-Chairs, supported by the EFFAT representative and Central Management representative, acting reasonably, are unable to reach agreement within 5 working days, an external arbitrator will be identified and agreed by both parties.

The external arbitrator will be appointed by the President of the Law Society of Ireland.

All parties will accept and abide by the decision of the external arbitrator.

This procedure applies to a dispute or disagreements over whether an issue constitutes a matter for consultation by the Forum as set out in clause 3 of the Agreement. It does not relate to any other dispute.

APPENDIX 2

KELLOGG EUROPE INFORMATION & CONSULTATION FORUM

CONSULTATION PROCESS

PROCESS OUTSIDE OF MAIN FORUM PROCESS DETAIL

Central Management or Employee Delegates (via the Chair or the Vice Chair) bring Pan-European issue to the Forum as part of consultation process which requires further or extraordinary consideration, outside of a regular Forum Meeting. Company inform to the Chair/Vice Chair of the affected locations.

Presented/Shared with the full Forum or shared with Central Management via Chair
Company/Forum will explain issue
Company/Forum will explain possible solutions considered
Company/Forum will explain solution that it intends to implement
Company changes to timescales will be fed back to the Forum via the Chair
Timescale of consultation is confirmed by the Company

Appropriate Sub-Group appointed for consultation process

(Employee Delegates volunteer themselves via the Chair, most being from affected areas). Company will send any available information prior to the Sub-Group meeting.

Purpose of this group is to enable prompt consultation on a Pan- European Issue
Actual Sub-Group membership will be appropriate to issue bring consulted on.

· Includes Employee Delegate Chair/

Vice Chair, representative from each affected area and one additional Forum representative and, if required, appointed experts chosen by the Delegates and EFFAT representative.

· Sub Groups will include nominated SME’s from the impacted area/s

Sub-Group then works with Company

· To understand the Issue

· To understand Company’s ideas

· To suggest potential alternative ideas(s)

· Company considers Forum Input

· The Company will involve the wider Forum in the process by providing updates to the wider group during and following the Sub-Group meetings

· The Sub-Group will make a recommendation to the wider Forum who will then have ten working days to consider the recommendation and ask final questions

· The Company’s decision following consultation will be communicated by the Sub-Group to the Forum Employee Delegates via the Sub-Group Chair

· If an agreement cannot be reached by the subgroup, this will be referred back to the full Forum

Potential ideas may be changed as a result of Forum/Sub Group Input
Or remain as the Company’s original proposal

Company starts to implement ideas

Company will provide reasonable information
Access to resources can be requested via the Chair and Vice Chair by agreement with the Company
Commercial sensitivity and confidentiality must be respected at all times, (covered in 5.6 of the agreement)

NB – The movement of a single role from one country to another within the cluster is not subject to Forum consultation.

APPENDIX 3

KELLOGG’S KEICF EMPLOYEE DELEGATES

Cluster/Plant	Employee Delegates (Maximum)
France/Benelux Commercial	1
Southern Europe Commercial (Madrid 1 Italy 1)	2
Northern Europe Commercial	1
Media City UK Office	1
Dublin Office	1
GBS (Romania Bucharest Office)	1
Manchester Plant	2
Wrexham Plant	2
Valls Plant	2
Mechelen Plant	2
Kutno Plant	1
Portable Foods Plant	1
Manchester/Wrexham plant staff	1
TOTAL	18

The delegate chairperson will be separated from the above numbers of delegates.

APPENDIX 4

KEICF SUMMARY COMMUNICATION

At Kellogg’s we are committed to building great brands. Across our business we follow shared values, principles and behaviours to provide high quality and great tasting foods in a responsible manner. We pride ourselves on our ability to act responsibly, not only in how we approach our manufacturing and marketing but also in how we communicate internally and make decisions that affect our business and colleagues. One of our key guiding principles is that we act with integrity in the way we discuss matters that relate to our strategy and direction.

Called the Kellogg European Information & Consultation Forum, or “Forum” for short, this group of representatives have a remit to promote a culture of effective communication, to discuss Company priorities and changes that affect the business at a European level. Overall the Forum helps us to make this Company a great place to work by promoting an open forum for engagement across all levels of the business.

The Forum usually meet twice a year. Meetings usually take place in Manchester and elected individuals from all over the region come together to meet with members from our European management to discuss and consult on matters that have an influence on how our business operates.

The Forum provides a platform for open dialogue and communication on a European level while giving our senior leaders an opportunity to meet with and engage with colleagues from across the business. Our colleagues play a critical role in helping to make this company GR- R-REAT, their valuable insight and analysis on our business strategy/direction is not only sought during these meetings but encouraged making this a great opportunity for the voice of our people to be heard.

Around 18 colleague delegates represent each of our markets and locations at the Forum, meaning the emphasis is truly European in focus and no one market takes centre focus.

Furthermore, the Forum only discuss topics which relate to more than one country or market again ensuring that the focus stays truly European.

Topics discussed typically relate to the economic or financial performance of the company, organisational changes, training and development, significant investment projects, competitor issues or any other subject which may be of interest to our colleagues. The ultimate aim is to keep everyone informed about developments in the business and to give them the full picture in Europe.