GUIDE TO GOING GLOBAL EMPLOYMENT 2015 . GUIDE TO GOING GLOBAL • EMPLOYMENT CONTENTS INTRODUCTION  04 AUSTRALIA  05 AUSTRIA  12 BAHRAIN  17 BELGIUM  23 BRAZIL  30 CANADA  35 CHINA  41 CZECH REPUBLIC  46 DENMARK  52 FINLAND 58 FRANCE  63 GERMANY  70 HONG KONG 76 HUNGARY 83 INDIA  90 INDONESIA  101 IRELAND  108 ISRAEL  119 JAPAN  125 KUWAIT  133 LUXEMBOURG  139 MEXICO  145 NETHERLANDS  150 NORWAY  155 OMAN  161 POLAND  166 QATAR  174 ROMANIA  180 RUSSIA  187 SAUDI ARABIA  193 SINGAPORE  199 SOUTH AFRICA  2 113 ITALY  207 . GUIDE TO GOING GLOBAL • EMPLOYMENT CONTENTS – cont SOUTH KOREA  SPAIN  220 SWEDEN  227 SWITZERLAND  234 TAIWAN  240 THAILAND  246 TURKEY  255 UNITED ARAB EMIRATES  261 UNITED KINGDOM  267 UNITED STATES  273 VENEZUELA  279 COUNTRY CONTACTS  3 214 285 . GUIDE TO GOING GLOBAL • EMPLOYMENT INTRODUCTION Welcome to DLA Piper’s Guide to Going Global – Employment. GUIDE TO GOING GLOBAL SERIES Many companies today aim to scale their businesses globally and into multiple countries simultaneously. In order to help clients meet this challenge, we have created a handy set of global guides that cover the basics which companies need to know. The Guide to Going Global series reviews business-relevant corporate, employment, intellectual property and technology, and tax laws in key jurisdictions around the world. EMPLOYMENT As business grows more global, the challenge for in-house counsel and HR professionals responsible for workforce issues and employment law compliance is intensifying. This guide is designed to meet that challenge head-on and has been produced following feedback from clients in both established and emerging international businesses.

We hope that it will become an invaluable resource for you. This guide covers all of the employment and labor law basics in 44 key jurisdictions across the Americas, Asia Pacific, Europe and the Middle East. From corporate presence and payroll set-up requirements, language rules, minimum employment rights, business transfer rules, through to termination and post-termination restraints, we cover the whole employment life span. We have used our global experience and local knowledge to bring you this guide. With over 300 lawyers, DLA Piper’s global Employment group is one of the largest in the world, with one of the widest geographical footprints of any global law firm.

We partner with our clients, wherever they do business, to find solutions and manage risk in relation to their legal challenges and objectives. While this guide provides high-level guidance, it is not a substitute for legal advice, and we encourage you to take advice in relation to specific matters. If you wish to speak to any of our contributors, their contact details are set out towards the back. We hope that you find this guide valuable and we welcome your feedback. KEY CONTACTS Tim Marshall Partner Global Co-Chair, Employment Group T +44 (0)20 7796 6617 tim.marshall@dlapiper.com Ute Krudewagen Partner Editor, Guide to Going Global – Employment T +1 650 833 2245 ute.krudewagen@dlapiper.com 4 Michael Sheehan Partner Global Co-Chair, Employment Group T +1 312 368 7024 michael.sheehan@dlapiper.com . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AUSTRALIA LEGAL SYSTEM, CURRENCY, LANGUAGE Common law jurisdiction with employment laws that operate at both the federal and state levels, Australian Dollar (AUD), English. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Australia subject to certain business and tax considerations and proper payroll registration. Personal income tax must be paid by employees on their assessable income. However, employers are obliged to deduct tax from an employee’s remuneration (called Pay as You Go or PAYG tax withholding) and also to pay 9.50% of salary (which will gradually be increased to 12%) into the employee’s superannuation account (a form of pension system). PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Permitted with applicant’s consent and subject to relevant discrimination laws. Offers of employment may be subject to criminal record checks or medical examination (if necessary to determine fitness for a particular job). IMMIGRATION Foreign nationals must apply for visas to visit, live and work in Australia.

Application is through the various immigration programs and visas administered by the Australian the Department of Immigration and Border Protection (“DIBP”). The subclass 457 Temporary Work (Skilled) Visa is the most commonly used visa for employers to sponsor foreign nationals who are skilled workers, and where there is a genuine skills shortage, to live and work in Australia for up to 4 years. HIRING OPTIONS EMPLOYEE Individuals can be recruited on either a full-time, part-time or casual basis (which means that they are employed by hour or by day) or a fixed-term contract for a limited duration. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. 5 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Agency or temporary workers are used widely by some organizations for short periods. Agency staff are not engaged as employees of the business where they are placed on assignment. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS A contract can be oral, but written contracts are strongly recommended and all new employees must be given a Fair Work Information Statement containing key terms as soon as possible after the commencement of employment. PROBATIONARY PERIODS Permissible. No statutory limit, but 3-6 months common. POLICIES Not mandatory, but some policies (especially regarding anti-discrimination and harassment, bullying and occupational health and safety) are strongly encouraged by laws and regulations. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Most employees are covered by federal minimum employment rights; a minority derive minimum rights from state jurisdictions. WORKING HOURS 38 hours a week, although the employer may require an employee to work reasonable additional hours. OVERTIME Overtime payment (or overtime loading) may be required under an applicable award or enterprise agreement. WAGES National minimum wage as of July 1, 2014 is AUD 640.90 per week or AUD 16.87 per hour. This is reviewed annually. 6 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 7 W W W.DL APIPER .COM VACATION 4 weeks’ paid annual leave for each year of service accruing progressively. In addition, an employee is entitled to be absent from work on a day that is a public holiday (8 days in total are observed nationally). Casual employees would not normally be paid for their vacation. To make up for this, they receive extra pay, called casual loading. SICK LEAVE AND PAY Employees entitled to take 10 days of paid personal/carer’s leave for each year of service. An employee may take the leave if he/she is not fit for work because of personal illness or injury, or to provide support to a member of the employee’s immediate family who requires care or support because of personal illness/injury or an unexpected emergency.

Casual employees would not normally be paid for their sick leave. To make up for this, they receive extra pay, called casual loading. MATERNITY/PARENTAL LEAVE AND PAY Each member of an employee couple (not necessarily employed by the same employer) will be entitled to be absent from work for separate periods of up to 12 months in a single continuous period in relation to the birth or adoption of a child. As a result, the couple employees may take up to a total of 24 months’ leave between them.

However, if only one person is taking leave as opposed to both persons of the couple, or if one member of an employee couple wishes to take more than 12 months’ leave, the employee may request a longer period from their employers. The period of extension cannot exceed 12 months less any period of parental leave taken, or intended to be taken, by the other member of an employee couple. If both members of the couple are taking unpaid leave, the leave entitlement has to be used in two separate periods. However, there are the exceptions of “concurrent leave” and “keeping in touch” days, where the couple is entitled to take up to 8 weeks of unpaid parental leave at the same time. A paid parental leave scheme exists, giving eligible employees an entitlement to 18 weeks’ paid parental leave at the national minimum wage, to be paid by the government via employers. The government has announced plans to replace this scheme with a more generous scheme in 2015, offering replacement wages for up to 6 months’ leave. DISCRIMINATION The characteristics protected under equal opportunity and anti-discrimination legislation in the various states and territories of Australia, as well as in federal legislation, vary slightly from jurisdiction to jurisdiction. The protected characteristics common to all jurisdictions are: race, color, sex, sexual preference, age, physical or mental disability, marital or relationship status, family or carer’s responsibilities, pregnancy, religion, political opinion, national extraction, social origin, gender identity, intersex status or trade union membership. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 8 W W W.DL APIPER .COM BENEFITS AND PENSIONS Under the Superannuation Guarantee scheme, employers are effectively required to contribute 9.25% of employees’ quarterly “earnings base’’ to employee superannuation funds. There is a minimum monthly wage that should be paid before an employee is entitled to the 9.50% and a maximum contribution base. Most employers make regular contributions to the employees’ superannuation fund rather than making lump sum quarterly or annual contributions. Australian law also requires that all employers maintain adequate workers’ compensation insurance for the benefit of workers injured during the course of their employment. DATA PRIVACY Australia has very stringent data privacy obligations. As a general rule, personally identifiable data can only be processed if it is required for the performance of the employment contract and constitutes an employee record.

Certain acts and practices are exempt from the application of Australia’s data privacy laws, but there are strict criteria which must be met for an exemption to apply. Employee records are generally exempt but this exemption will not apply to documents that come into existence prior to the employment relationship (such as pre-employment/hire documentation). At the time it collects personal information, the employer is required to provide the individual with a statement setting out the company’s obligations under Australia’s data privacy laws and the individual’s rights.

Further restrictions apply for sensitive personal data. The monitoring of individuals and their data is covered by various surveillance legislation in each state/territory. Essentially surveillance of employees is prohibited in sensitive areas such as washrooms and change rooms, unless the surveillance device is installed pursuant to a warrant or authorization. Surveillance is permitted in public areas if it conforms with relevant legislation. The monitoring of an employee’s use of their work computer (emails and Internet browsing) is governed by specific laws in some states. RULES IN TRANSACTIONS/BUSINESS TRANSFERS At common law, employees cannot be transferred from one employer to another without their consent. Under the Fair Work Act, there are rules which apply if there has been a ‘transfer of business’. The transfer of business rules apply when there is a connection between two employers (including the sale and purchase of all or part of a business, certain outsourcing and in-sourcing arrangements and where the two employers are associated entities), the new employer agrees to employ some or all employees of the old employer and there has been no significant change to the work performed by those employees.

The main effect of the transfer of business rules is that a transferrable instrument (i.e., a collective agreement) that covered the employee before the transfer will continue to apply after the transfer. The Fair Work Commission can make certain orders altering the effect of the transfer of business rules if it deems it appropriate. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 9 W W W.DL APIPER .COM EMPLOYEE REPRESENTATION Under federal law, employees can choose to be represented by a union or not. As a consequence, any union validly appointed to represent an employee or employees must be recognized and dealt with according to the law. There are no employee representatives or works councils. TERMINATION GROUNDS Termination can be brought about by: mutual agreement; upon expiry of a fixed-term contract; termination by the employer, with or without notice; or termination (resignation) by the employee. WHO IS SUBJECT TO TERMINATION LAWS Employees who have completed 6 months of service with their employer (or 12 months in the case of a small business employer with fewer than 15 employees) and earn less than the high income threshold (currently AUD 133,000); or who are covered by a modern award or enterprise agreement, are eligible to make a claim for unfair dismissal. PROHIBITED OR RESTRICTED TERMINATIONS Employers are prohibited from taking “adverse action” (including termination) against other persons because the other person has, or exercises a “workplace right”, or engages in “industrial activity” or because of a protected attribute. Further protections include a prohibition on an employer dismissing an employee because the employee is temporarily absent from work because of illness or injury. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS N/A. MASS LAYOFF RULES Reporting requirements apply where a decision is made to make 15 or more employees redundant, including notifying the relevant government agency and relevant unions. NOTICE Between 1 week and 4 weeks depending on length of continuous employment (although employment contract may specify longer notice period).

Where an employee is over 45 years of age and has completed at least 2 years’ continuous service, he or she will be entitled to another week’s notice. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Employer can pay in lieu of notice. No right to garden leave unless specified in the contract. SEVERANCE The entitlement to severance as a result of a termination by reason of redundancy is based on a sliding scale and calculated by reference to the length of the employee’s period of continuous service on termination. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA Period of continuous service Pay Less than 12 months of service 0 12 months to less than 2 years of service 4 weeks’ pay 2 years of service to less than 3 years of service 6 weeks’ pay 3 years of service to less than 4 years of service 7 weeks’ pay 4 years of service to less than 5 years of service 8 weeks’ pay 5 years of service to less than 6 years of service 10 weeks’ pay 6 years of service to less than 7 years of service 11 weeks’ pay 7 years of service to less than 8 years of service 13 weeks’ pay 8 years of service to less than 9 years of service 14 weeks’ pay 9 years of service to less than 10 years of service 16 weeks’ pay 10 years and over 12 weeks’ pay (Note: The scale does drop from 16 weeks to 12 weeks. This is an odd historical anomaly that continues to be the case, and is usually justified by the employee’s entitlement to long service leave after reaching 10 years’ service.) A “week’s pay” is generally calculated on the basis of the employee’s entire compensation package (including cash equivalent components). Service prior to January 1, 2010 is only counted if the employee had an entitlement to redundancy pay under some other instrument. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable in all the circumstances. NON-COMPETES Typically no longer than 12 months (with some exceptions). CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Enforceable to waive contractual rights. Statutory entitlements cannot be waived or contracted out of. 10 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 11 W W W.DL APIPER .COM REMEDIES DISCRIMINATION If an employee thinks they have been subject to “adverse action” (including dismissal) because of a protected attribute, they may apply for a remedy under the Fair Work Act. Remedies include compensation (there is no cap on the amount of compensation that can be awarded) and reinstatement. A civil penalty can also be ordered. Compensatory remedies for discrimination can also be sought under Federal or State anti‑discrimination legislation. Damages for economic loss and general damages (for hurt and suffering) may be ordered. UNFAIR DISMISSAL If the Commission decides that the employee has been unfairly dismissed, it may order the reinstatement of the dismissed employee or, if that is not practicable, the payment of compensation up to a maximum of 6 months’ remuneration. FAILURE TO INFORM AND CONSULT An employer who breaches any of the general protections may incur a penalty.

Further, an employee, or a union acting on behalf of a member, may seek an injunction to stop the prohibited conduct or seek compensation (noting there is no cap on the amount of compensation that can be awarded). CRIMINAL SANCTIONS There are criminal sanctions for breach of relevant work health and safety laws. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AUSTRIA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of the European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR). German. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Austria with proper payroll registrations, subject to business and corporate tax planning considerations.

Withholdings for pay-as-you-earn (i.e., social insurance [employer and employee portion], Severance Payment Funds [1.53% to the so called BV‑Kasse], local taxes) and income tax to be done through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g., certain finance positions) and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION Nationals of the European Economic Area (“EEA”) and Switzerland have a right to work in Austria (with exceptions for Bulgaria, Romania and Croatia). For other non-Austrian nationals an immigration permission is likely to be required. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

Part-time and fixed-term employees have the right not to be discriminated against due to their status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to misclassification exposure. AGENCY WORKER Agency workers are common and typically will be either employees or workers. Agency workers have the right to equal treatment to employees in relation to pay and other benefits terms. 12 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Employment contracts are not required per se, but employees must be provided with certain minimum terms defined by Austrian labor law. Accordingly, contracts are common. PROBATIONARY PERIODS Permissible for (in general) the first month of employment. POLICIES No mandatory policies. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements as long as the employee understands the agreement. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All employees are entitled to minimum employment rights provided by law. In addition, most employees are entitled to minimum rights provided by the applicable collective bargaining agreement. Since in Austria almost every industry branch has its collective bargaining agreement, minimum rights may differ (e.g., minimum wages, annual leave, working time). WORKING HOURS In general, 40 hours a week and 8 hours a day limit on working time.

Most collective bargaining agreements provide for a 38.5 hour-week. OVERTIME Legal obligation to provide payment for overtime worked, but individual agreements for all-in salary in general possible (depending on the individual status of the employee). WAGES Mandatory minimum wages provided in collective bargaining agreements; not by law. VACATION 25 working days per year (30 working days per year after 25 years’ seniority). SICK LEAVE AND PAY Legal obligation to provide payment for 6 weeks; after that period, obligation to pay 1/2 for another 4 weeks. Depending upon whether the employee is white or blue collar worker and seniority, those periods may differ slightly. 13 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MATERNITY/PARENTAL LEAVE AND PAY Minimum maternity leave starting 8 weeks before giving birth (according to the calculated birth date by a physician) ending 8 weeks after birth. The mother is paid a portion of her wages from the social insurance in that period. Unpaid parental leave with the right to return to work for up to 2 years after birth of the child. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation. BENEFITS AND PENSIONS Currently, no benefits required above those covered under social insurance contributions. DATA PRIVACY Employees must be generally notified of personal data processing (and in certain cases, give consent) if the data processing is not necessary in order to fulfil the employment contract or labor law obligations. Then, registration with the Austrian Data Protection Authority is mandatory.

Strict rules apply to data transfer outside the EEA. Monitoring employees usually requires an agreement with the work counsel (if any) or an individual agreement with each employee. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the Austrian rules implementing the EU Acquired Rights Directive in a business sale or service provision change. Significant restrictions on changing terms and conditions following a transfer.

Duty to inform and consult with employees and/or the works counsel (if any). Any dismissal connected to the transfer would be void unless for a good reason. EMPLOYEE REPRESENTATION Trade unions are prevalent in almost every sector. Collective bargaining agreements are very common, including industry-wide collective agreements. Every employee in an applicable sector by law is a member of his or her trade union.

Works councils are very common and may be established by at least 4 employees. TERMINATION GROUNDS No grounds required. In special cases (e.g., if termination is exceptionally hard for the employee), the employee may claim unfair termination. 14 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEES SUBJECT TO TERMINATION LAWS Employees with fewer than 6 months’ seniority have no unfair dismissal protection. PROHIBITED OR RESTRICTED TERMINATIONS Certain employees, e.g., pregnant employees, disabled employees, members of works councils, etc., enjoy special protection and their termination requires prior consent by the competent court. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS With the exceptions outlined above, generally, approval is not required to implement a termination. If a works council exists, the works council has a right of information and may give a statement. Special documents, e.g. termination in writing, are in general not mandatory (collective bargaining agreements or special legal provisions, e.g.

with respect to trainees, may provide different regulations). MASS LAYOFF RULES Information of the competent Austrian authorities is mandatory for a mass layoff, that is, if the employer employs between 20 and 100 employees, termination of at least 5 employees, if the employer employs between 100 and 600 employees, termination of at least 5% of the employees, if the employer employs more than 600 employees, termination of at least 30 employees, triggers an obligation to inform the competent authorities. Termination of at least 5 employees each older than 50 years triggers an obligation to inform the competent authorities regardless of the threshold outlined above. Furthermore, redundancy programs must be implemented together with the respective works council. NOTICE For the employer, 6 weeks’ statutory notice to the end of every calendar quarter (possible agreement to 6 weeks to the end of every month and/or 15th of every month, which is common); additional notice due to seniority.

Not required for terminations for good reason. For the employee 1 month to the end of every month (if not agreed otherwise). Not required for terminations for good reason. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No payment in lieu of notice. Right to place an employee on garden leave depends on contract terms. SEVERANCE Every month during employment, the employer is obliged to pay 1.53 % of the gross salary to a public insurer (“Mitarbeitervorsorgekasse”).

Employee then has a severance right against that insurer, but there is no additional severance payable by the employer. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. Garden leave is common for senior employees. 15 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 16 W W W.DL APIPER .COM NON-COMPETES For special employees with a higher income permitted, but not longer than 12 months. If the non-competition clause is valid and enforceable (depending if the (i) employee terminates the employment or if (ii) the employee has been terminated for good reason with immediate effect or if (iii) the employee has terminated the employment with immediate effect without good reason), there is no requirement for payment during the non-competition period. If it is not enforceable (e.g., if the employer terminates the employment without good reason), the employer may pay the salary during the non-competition period in order to make the non-competition clause enforceable. CUSTOMER NON-SOLICITS Permissible in narrow circumstances. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Not enforceable for the future with respect to statutory rights. With respect to rights already accrued, Austrian courts usually are of the opinion that employees may not waive them. REMEDIES DISCRIMINATION Compensation, based on the claimant’s financial loss and injury to feelings as well as recommendation that the employer takes action. UNFAIR DISMISSAL Claim for reinstatement of the employment agreement.

Alternatively compensation based on the claimant’s financial loss as a result of the employer having failed to give proper notice. FAILURE TO INFORM AND CONSULT Nullity of termination if information of work council or an authority is required. CRIMINAL SANCTIONS Criminal sanctions are not generally a concern. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BAHRAIN LEGAL SYSTEM, CURRENCY, LANGUAGE Federal and Civil legal system – employment matters are governed by Law No. 36 of 2012 (“Labor Law”) as amended. Bahraini Dinar (BHD). Official language is Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in Bahrain.

It would always need to have at least a branch or representative office to even engage a local national as they still need a work permit (which requires a local sponsor); the only other way around this would be to have a secondment type arrangement whereby a local entity sponsors the local national for their work permit but they are then seconded out to the foreign entity. PRE-HIRE CHECKS REQUIRED Foreign employees must receive prior approval from the Labor Market Regulatory Authority (LMRA) and immigration authorities before they can be hired on local employment contracts. The level of background checking and screening carried out by the Bahrain authorities varies according to the nationality of an individual. PERMISSIBLE Generally, employers in Bahrain are not able to obtain the same level of information from background checks as they can in other jurisdictions and in most cases, the employees themselves will be required to provide this information. IMMIGRATION In order to legally work and reside in Bahrain, all employees except Bahrain and GCC (Gulf Cooperation Council) nationals (who require a work permit only) are required to have a residence visa and work permit under the sponsorship of their employer which must have an entity established in Bahrain or their husband in the case of a married woman. Where an employee is only required to work in Bahrain for a short period of time there are alternative permits and visas that may be applied for including 72-hour visa, 7 day visa and business visas. HIRING OPTIONS EMPLOYEE Unlimited or fixed term. Part-time employment is legally possible but is not common. 17 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR There is no concept of a consultant, unless individuals have established their own professional licence and business, due to the requirement for employees to have sponsorship, which is generally obtained by the employer. AGENCY WORKER There is no general concept of an agency worker or “temp” in Bahrain. Some Bahraini owned employment agencies are licensed to provide manpower on a temporary basis – such employees would remain under their sponsorship. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS There is no requirement in Bahrain to sign a government contract unlike some of the other GCC countries however, the contract entered into between the employer and the employee must be lodged with the LMRA to obtain the employee’s work permit and residence visa. Under the Labor Law the contract should be in Arabic but in practice contracts are also lodged in English. PROBATIONARY PERIODS Permissible. Maximum duration of 3 months although this may be increased up to a maximum of 6 months in respect of certain occupations. POLICIES There are no mandatory policies.

Employees should be provided with any relevant staff handbook and the employer’s policies (if applicable) on commencement of employment. THIRD-PARTY APPROVAL The employment contract must be lodged with the LMRA to obtain the employee’s work permit and residence visa. Strictly speaking, any contractual changes should be notified to the LMRA and amended on the filed employment contract copy. LANGUAGE REQUIREMENTS Pursuant to the Labor Law all employment contracts and records must be in Arabic. Where a foreign language is used in addition to Arabic, the Arabic version shall prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All.

Additional rights are also available to young workers (those under the age of 18) and women. WORKING HOURS The maximum ordinary working hours is 48 hours per week at the rate of 8 hours per day. During the month of Ramadan, the maximum working hours is 36 hours per week at the rate of 6 hours per day. 18 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 19 W W W.DL APIPER .COM OVERTIME Not to exceed 2 hours per day. WAGES At present, Bahraini nationals are entitled to a minimum wage of BHD 300. VACATION 30 days’ where the employee’s period of service is at least one year accrued at a rate of two and a half days a month. If an employee’s period of service is less than one year, leave is calculated on a pro-rated basis. SICK LEAVE AND PAY An employee is not entitled to statutory sick leave until they have completed 3 months’ service and provided they have proved their sickness with a certificate from a physician approved by the employer. Employees are entitled to 55 days of sick leave per year of service thereafter (15 days at full pay, 20 days at half pay and the remaining 20 days without pay). The entitlement of a worker to sick leave on full or half pay may be accumulated for a period not exceeding 240 days. MATERNITY/PARENTAL LEAVE AND PAY 60 days’ maternity leave at full pay.

Employees can take a further 15 consecutive or non-consecutive days if the employee falls ill as a result of her pregnancy or the delivery of her baby. There is no concept of parental leave or pay in the UAE. DISCRIMINATION The Bahrain Labor Law prohibits discrimination in the payment of wages on the basis of sex, ethnic origin, language, religion or belief. Further, dismissals on the basis of sex, colour, religion, belief, social status, family responsibilities, a female worker’s pregnancy, child birth or suckling her infant shall be deemed to be automatically unfair. BENEFITS AND PENSIONS In respect of Bahraini national employees the employer is required to set up (and contribute to) a pension fund. All other employees are entitled to receive an End of Service Gratuity (EOSG) on termination calculated by reference to age and length of service unless the employer contracts our of these arrangements with their employees by providing a savings scheme or pension scheme. DATA PRIVACY There are no clear laws in Bahrain comparable with those in the US or Europe concerning the handling and transmission of employees’ personal information and nor do any provisions address the cross-border flow of data.

However, it is advisable to seek prior written consent to the processing of personal data from the employee to the extent necessary to overcome the various privacy protections set out in the Bahrain Law, including the protections set out in the Bahrain Penal Code. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS No automatic transfer principles and no laws covering business transfers. Employees transfer through termination and rehire in an asset deal. EMPLOYEE REPRESENTATION Trade Unions are permissible in Bahrain and employers are required to consult with them in the event that an employee is re-trained to perform different job duties from the work originally agreed upon. Employees are also entitled to strike in defence of their interests according to the Labor Law. TERMINATION GROUNDS Termination possible on these grounds: during the probationary period, on the expiry of a fixed term contract, dismissal with notice provided it is for a valid reason, following a failure to improve performance after reasonable opportunity (60 days), resignation, incapacity or death, redundancy, retirement (age 60) and summary dismissal (by reason of any of the grounds listed in Article 107 of the Labor Law). EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Employees who have not exhausted their statutory sick leave entitlement are protected from dismissal on grounds of health, unless their full sick leave entitlement has been taken (i.e. 55 days per year of service). Women employees are protected from dismissal during maternity leave and for the reason of her marriage. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Any office closures must be reported to the LMRA.

Bahrain nationals are generally entitled to higher protection from dismissal in such circumstances and may accordingly be awarded higher compensation payments by the authorities. MASS LAYOFF RULES None. NOTICE 30 days’ statutory notice. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. Depends on contract terms. 20 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SEVERANCE Unless terminated under Article 107 of the Labor Law, employees are entitled to salary and benefits up to the termination date, notice (or payment in lieu), payment in lieu of accrued but untaken annual leave, the cost of a flight/air ticket to repatriate the employee to their home country unless the employee has obtained alternative sponsorship to remain in Bahrain, an end of service gratuity payment and reimbursement of unpaid business expenses. In case of employer termination, employees are eligible for payment of an EOSG which accrues at the rate of half a month’s wage for each of the first three years of service and one month’s wage for each of the following years of service. The calculation is pro-rated for any fractions of a year service that have not been completed. POST-TERMINATION RESTRAINTS It is permissible to have restrictive covenants contained in the contract of employment to the extent necessary to protect the legitimate interests of the employer, provided the nature of the employee’s work must have allowed them to know the company’s clients and/or know the secrets of the business. The covenants must be restricted in relation to their duration (which must not exceed 1 year), geographical scope and the nature of the business to be protected. Parties are permitted to include a liquidated damages clause in the contract of employment as it is difficult to obtain an injunction in Bahrain but contractual provisions imposing a penalty (rather than a genuine estimate of the loss incurred) are likely to be unenforceable. NON-COMPETES Typically no longer than 6 to 12 months. CUSTOMER NON-SOLICITS Typically no longer than 6 to 12 months. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Waiver agreements are commonly used but their enforceability has not been tested by the Bahrain courts. REMEDIES DISCRIMINATION An employer’s termination shall be deemed to be automatically unfair if it is based on the employee’s sex, colour, religion, belief, social status, family responsibilities, a female worker’s pregnancy, child birth or suckling her infant. The employee will be entitled to compensation as detailed in arbitrary dismissal below. 21 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 22 W W W.DL APIPER .COM ARBITRARY DISMISSAL The employee is entitled to compensation equivalent to three days’ wages for each month of service and no less than one and a half month’s wages up to a maximum of 18 month’s wages. FAILURE TO INFORM AND CONSULT Not applicable. CRIMINAL SANCTIONS Criminal sanctions can be imposed for a variety of reasons, including but not limited to the breach of health and safety obligations, breach of immigration laws, breach of data protection laws and breach of confidentiality. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 23 W W W.DL APIPER .COM BELGIUM LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR).Dutch, French and German. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Belgium with proper registration as employer, proper payroll registrations and proper registration of the employees. Payment of social charges on remuneration, up to approximately 35% employer portion and up to approximately 13.07% employee portion) and income tax (up to 50%), to be done through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance (work permit and/or residence permit). PERMISSIBLE Criminal checks are only permissible for specific roles and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION Nationals of the European Economic Area (“EEA”) and Switzerland have a right to work in Belgium (with the exception of Croatia). For other non-Belgian nationals, work and/or residence permit likely to be required. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term (including specific assignment), full-time or part-time.

Part-time and fixed‑term employees have the right not to be discriminated against due to their status. (Also sales representatives, home and teleworkers, students, etc.). INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to requalification of the service agreement to an employment contract. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Agency workers are common, but can only be employed to temporarily replace an employee whose employment contract is terminated or suspended, to address an extraordinary increase of the work load, or to fill in a vacancy. Each type of agency work is subject to strict conditions and is limited in time. Agency workers have the right to equal treatment to employees in relation to pay and other benefits. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Specific requirements for written employment contract with regard to specific clauses (e.g., trial period, non-compete, and notice) and specific contracts (e.g., fixed-term, part-time, and working from home arrangements). PROBATIONARY PERIODS It is no longer permissible to insert a trial period into an employment contract, except in an employment contract for students or for temporary work. POLICIES Work regulations, containing applicable work schedules, an overview of disciplinary measures, grievance procedure, a policy on alcohol and drug abuse, etc., as well as written health and safety policy (global prevention plan, yearly action plan, dynamic risk prevention system, risk analysis) are mandatory. THIRD-PARTY APPROVAL No requirement to lodge employment contract with, or get approval from, any third-party. A copy of the work regulations and its annexes, as well as any modification of the work regulations and/or its annexes, have to be sent to the Social Inspection. LANGUAGE REQUIREMENTS Dutch, French or German mandatory, depending on the employee’s place of work or the location of the exploitation seat from which the employee is working. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All, but some categories of employees are excluded from the scope of the legislation on working time and overtime, such as employees with a managerial position or a position of trust, strictly defined by royal decree, sales representatives and home workers. WORKING HOURS Average of 38 hours per week limit on working time.

Deviations based on industry level provided in collective bargaining agreements within the competent joint committees. 24 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OVERTIME In principle only allowed due to certain events (e.g., sudden, unexpected increase of the workload, work to prevent or repair damages to assets) under certain conditions (e.g., prior consent of the trade union delegation, notification to the Belgian Federal Government Service of Employment, Labor and Social Dialogue). WAGES At least EUR 1,559.38 gross per month; deviations on industry level and deviations for employees younger than 21 years or with limited seniority. VACATION 30 days per year (which includes 10 public holidays); deviations on industry level possible. SICK LEAVE AND PAY Employees are entitled to sick leave in case of incapacity of work. Employees are entitled to 30 days guaranteed remuneration, paid by the employer: (i) if the employee is a white-collar worker: equal to 100 % of the employee’s remuneration; (ii) if the employee is a blue-collar worker: equal to 100 % of the remuneration during the first 7 days, reduced to 85,88 % of the remuneration from day 8 until day 14 inclusive, further reduced from day 15 until day 30 inclusive. Afterwards, the employees are entitled to disability allowances paid by the National Health Service. MATERNITY/PARENTAL LEAVE AND PAY 15 weeks of maternity leave (deviations in case of multiple birth). During leave, allowances paid by the National Health Service (82% of pay for first 30 days, then 75%); right to return to work and protection against dismissal.

10 days of paternity leave at birth; right to return to work and protection against dismissal. 4 months of paternal leave; possibility to take up part-time parental leave (1/2 or 1/5 of working time); right to return to work, protection against dismissal. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender, marital status, religion or belief, sex or sexual orientation, political conviction, physical or genetic characteristic, language, current or future health, affiliation to trade union. BENEFITS AND PENSIONS Currently, no benefits obligatory above those covered under social insurance contributions. Sectorial pension schemes within some joint committees. Strict legal framework with regard to complementary pension schemes. DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, give consent).

Registrations with the Privacy Commission are required in certain cases. Special rules apply to data transfer outside the EEA. Significant restrictions on monitoring email and Internet use and use of cameras at the work place. 25 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive/Collective Bargaining Agreement no 32 bis in a business sale or service provision change. Significant restrictions on changing terms and conditions following a transfer. Duty to inform and consult with employee representative bodies, or in absence of employee representative bodies, information to employees. Any dismissal connected to the transfer is unfair unless for an economic, technical or organizational reason. EMPLOYEE REPRESENTATION Trade unions are prevalent.

Approximately 50% of workers are members. Works councils have to be installed by social elections if the company has an average of 100 employees. Committees for Prevention and Protection at Work have to be installed by social elections if the company has an average of 50 employees.

Industry level collective bargaining agreements, concluded within the joint committees (permanent bodies on the industry level in which an equal number of employer’s federations and trade unions are represented and that have as their main task concluding industry‑wide collective bargaining agreements and mediate in social conflicts) are common. TERMINATION GROUNDS In principle no obligation to justify the dismissal, except in case of a dismissal for serious cause. However, on the request of the employee, the employer will have to explain the dismissal on grounds which relate to the employee’s work ability, his/her behavior at work or the employer’s business necessities, or the employee may be entitled to a complementary indemnity. EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS Specific protection against dismissal applies in the following circumstances: application for time credit leave; application for maternity or paternity leave, parental leave or adoption leave; formulation of observations in the register in the framework of the procedure for introducing or amending the work regulations; being a holder of or a candidate for a political mandate; redundancy or threatened redundancy due to the introduction of new technologies; application for paid educational leave; application for leave in order to assist a person with palliative care, in order to assist a person who is suffering a serious disease or in order to take up the education of a child; request by a night worker to return into a daytime schedule; prevention consultant; lodging of a claim in relation to violence, harassment or sexual harassment or testifying in the framework of such a claim; lodging of a claim in relation to discrimination; appointment as union delegate; and being a candidate in the election process for the appointment of employee representatives within the works council or the committee for prevention and protection at work. Other protections against dismissal can exist on industry level. In case of a protection against dismissal, the employer will either have to prove that the grounds of dismissal are not related to the reason why the employee is protected (e.g., in case of maternity leave) or will have to comply with a strict dismissal procedure before terminating the employment contract (e.g., in case of the contemplated dismissal of a candidate or employee representative). 26 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 27 W W W.DL APIPER .COM THIRD-PARTY APPROVAL FOR TERMINATION Required in the event of a dismissal of a candidate or employee representative in the works council or the Committee for Prevention and Protection at Work: (i) in case of a dismissal for economic or technical reasons, an approval by the competent joint committee, or in absence of such approval, an approval by the president of the employment tribunal is required; (ii) in case of a dismissal for serious cause, an approval by the president of the employment tribunal is required. A prevention advisor can only be dismissed in case of approval by the Committee for Prevention and Protection of Work, unless the employment contract is terminated for serious cause. MASS LAYOFF RULES Yes, strict information and consultation rules apply where 10 or more employees (depending on the total number of employees) are to be made redundant over 60 days or less and in case of a closure of an undertaking or a department thereof. Failure to do so is a criminal offence. NOTICE As of January 1, 2014, the following notice periods will apply in case of dismissal of an employee: Period Of Continuous Service Notice Period Less than 3 months 2 weeks 3 months up to less than 6 months 4 weeks 6 months up to less than 9 months 6 weeks 9 months up to less than 12 months 7 weeks 12 months up to less than 15 months 8 weeks 15 months up to less than 18 months 9 weeks 18 months up to less than 21 months 10 weeks 21 months up to less than 24 months 11 weeks 2 years up to less than 3 years 12 weeks 3 years up to less than 4 years 13 weeks 4 years up to less than 5 years 15 weeks As of 5 years plus 3 weeks per commenced year of continuous service As of 20 years plus 2 weeks per commenced year of continuous service As of 21 years plus 1 week per commenced year of continuous service Transitional provisions apply to employees who entered in service prior to January 1, 2014. Deviations within certain industry sectors (e.g., construction sector). No notice period to be observed in case of a dismissal for serious cause. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 28 W W W.DL APIPER .COM STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE The employer can terminate the employment contract with immediate effect, by payment of an indemnity in lieu of notice equal to the remuneration due for the notice period. Garden leave is in principle not allowed under Belgian law, except in case of an agreement between the employer and the employee. SEVERANCE No general statutory severance, but clientele indemnity in case of the dismissal of a sales representative; closure indemnity in case of the closure of an undertaking or a department of an undertaking; mobilization indemnity within the framework of a mass layoff (collective dismissal); protection indemnity; etc. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. NON-COMPETES Strict conditions. In principle no longer than 12 months. Non-compete indemnity due equal to 1/2 of the remuneration due for the period of non-compete obligation, except for a non-compete in an employment contract for sales representatives. CUSTOMER NON-SOLICITS Permissible, but only enforceable if reasonable. EMPLOYEE NON-SOLICITS Permissible, but only enforceable if reasonable. WAIVERS Enforceable, but employees can only sign a settlement agreement with regard to acquired rights, and not with regard to future rights. REMEDIES DISCRIMINATION Uncapped compensation, based on the claimant’s financial loss or lump sum indemnity equal to 6 months’ remuneration. FLAGRANT AND UNREASONABLE DISMISSAL If the employer cannot motivate the dismissal of the employee on grounds related to the employee’s work ability, his/her behavior at work or the employer’s business necessities, and if a normal and reasonable employer would not have dismissed the employee in the case at hand, the dismissal will be considered flagrant and unreasonable.

The employee will be entitled to an additional indemnity equal to 3 up to maximum 17 weeks’ remuneration. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 29 W W W.DL APIPER .COM FAILURE TO INFORM AND CONSULT Re-employment of the employees in case of a collective dismissal (mass layoff). Compensation for moral damages. CRIMINAL SANCTIONS Most legal dispositions with regard to laborr law are subject to criminal or administrative sanctions in case of breach. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BRAZIL LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Brazilian Real (BRL). Portuguese. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot hire employees in Brazil without a local corporate presence. Employers must pay social security contributions and labor charges on top of compensation, which represent an additional cost of approximately 65% on top of salaries.

Employees will have income tax (up to 27.5%) and social security contributions (up to 11% of the compensation, subject to a legal cap) withheld at source from compensation. PRE-HIRE CHECKS REQUIRED Immigration compliance. Valid ID. Pre-hire medical examination. PERMISSIBLE Background checks for education, prior employment and basic personal information such as proof of identity and residential address are accepted in certain circumstances.

Criminal checks are limited to certain circumstances. IMMIGRATION Nationals of the Mercosul (Argentina, Paraguay, Uruguay, Bolivia and Chile) have a right to work in Brazil. For other non-Mercosul nationals immigration permission is likely to be required. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or through an entity. Engagement may be subject to misclassification exposure. AGENCY WORKER Agency workers are hired by temporary work agencies to render services to the temporary agencies’ clients.

Agency workers are entitled to various employment rights. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Written agreement not legally required, but usual. Basic terms and conditions of employment are recorded in the employee’s booklet (“Carteira de Trabalho e Previdência Social” – CTPS) and in other mandatory documents upon hiring. 30 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA PROBATIONARY PERIODS Permissible. Statutory limit of 90 days. POLICIES Written Employment Health and Safety policies such as Occupational Health Medical Control Program (“PCMSO”) and an Environmental Risk Prevention Program (“PPRA”) are legally required. THIRD-PARTY APPROVAL The employment relationship with foreign employees must be submitted to the Ministry of Labor’s approval. LANGUAGE REQUIREMENTS Although not required by statute, all employment documents should be in Portuguese. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS As a general rule, full time employees’ working hours cannot exceed 8 hours per day or 44 hours per week. Collective bargaining agreements may set forth that the employees subject to them will work fewer than 44 hours per week. Certain types of employees are not subject to control of work hours. OVERTIME Maximum 2 hours per day.

Compensation for overtime hours must exceed the compensation for normal hours in at least 50%. Collective bargaining agreement may set forth higher amounts of overtime compensation. It is not possible to make a fixed payment in lieu of overtime. WAGES Currently, the national minimum wage is BRL 788.00 per month.

Regional minimum salaries and minimum salaries set forth by collective bargaining agreements often apply. VACATION Employees are entitled to remunerated vacations (30 days) after every 12 months of work as from their hiring date. The vacation payment is equivalent to one month’s wage, plus at least 1/3 of the monthly wage. Granting of vacation is subject to specific terms and conditions set forth by law. SICK LEAVE AND PAY The company must pay the wages corresponding to the first 30 days of sick leave absence.

After the 30th day of absence, the employee will be entitled to social security benefits. Collective bargaining agreements may require payments in addition to the social security benefit for a limited period of time. 31 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MATERNITY/PARENTAL LEAVE AND PAY Women are entitled to a paid maternity leave of 120 days starting on the date of the birth of their children or 28 days before such event. Adopting mothers have the same right. After the birth of a child, fathers are entitled to a paid 5-day leave. Collective bargaining agreements may set forth additional requirements. DISCRIMINATION Characteristics protected by statute from unlawful discrimination: gender, origin, race, color, marital status, family situation, age, pregnancy, religion, disability. Case law has also protected homosexuals, transgender individuals and individuals with severe illnesses from discriminatory termination. BENEFITS AND PENSIONS All Brazilian employees must be enrolled with the Brazilian Social Security System, which provides for pension and disability benefits, and public health coverage. Employees must be granted transportation vouchers and benefits set forth by collective bargaining agreements.

Granting meal vouchers and private health plan is not uncommon. DATA PRIVACY Notification and consent is recommended. The National Congress is reviewing some bills addressing data privacy matters and the Executive Branch has presented a new proposal for a specific data protection law. Monitoring of corporate e-mail and Internet use is allowed but employees should be notified that they shall not expect privacy in the use of such work tool. RULES IN TRANSACTIONS/BUSINESS TRANSFERS There is no obligation to notify the government before asset or share deals. There are significant restrictions on changing terms and conditions of employment. EMPLOYEE REPRESENTATION Union representation is mandatory and all employees are subject to industry-wide collective agreements.

Works councils are very uncommon. TERMINATION GROUNDS As a rule, termination does not require a cause, but severance payments for terminations without cause are higher than those owed in cases of termination for cause. Certain circumstances protect employees against unmotivated dismissal. 32 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Certain circumstances prevent the termination of the employment relationship without cause or cause an increase in the severance payments, such as: (i) pregnancy; (ii) application by the employee or election of the employee for a position at the Internal Commission for Accident Prevention (“Comissão Interna de Prevenção de Acidentes” or “CIPA”); (iii) application by the employees or their election for a management position at the employees’ union; (iv) work accident (the employee who suffers a work-related accident shall not be dismissed until one year after the illness allowance has ceased); (v) acceptance by the employee of a position in the conciliation commission in charge of settling labor disputes. Other events provided under collective conventions or collective agreements may lead to the temporary job tenure protection. THIRD-PARTY APPROVAL FOR TERMINATION The union may be required to be involved in the termination process of employees in circumstances preventing termination per collective bargaining rules. The union (or the labor authority) is required to ratify terminations of employees with one year or more of service to the employer. MASS LAYOFF RULES Not governed by law, but may be governed by collective bargaining agreement. Due to relevant case law precedents, involvement of the labor union is a condition for mass layoffs. NOTICE Termination without cause by employer’s initiative: 30 days during the first year plus 3 days per additional year of service for the same company, limited to 90 days. Additional collective bargaining agreement provisions may apply. Termination for cause: Not applicable, effective immediately. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE The company has the statutory right to pay in lieu of notice.

Garden leave not allowed. SEVERANCE In case of termination without cause, the employee is entitled to severance, amounting to the equivalent to 40% of the balance in the employee’s Unemployment Guarantee Fund (“Fundo de Garantia do Tempo de Serviço”) (FGTS) accrued during the employment relationship. Additional payments will be due, such as one month’s salary if the termination takes place in the 30 days before the expected date of the collective bargaining agreement for the following period, payout of accrued vacation plus 1/3 vacation bonus, pro-rated 13 months’ pay, and other payments required by the applicable collective bargaining agreement or contract. In case of termination with cause, accrued non used vacation plus vacation bonus, and other payments required by the applicable collective bargaining agreement or contract are still required, but no FGTS payout or additional one month’s salary. 33 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 34 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS Brazilian law does not address post-termination restraints, so enforcement of post-termination restraints can be challenging. NON-COMPETES Periods of up to 24 months have been accepted, but enforceability is more likely for shorter periods (6-12 months). Case law has upheld non-competes that were limited with regards to scope, territory, timeframe and fair and reasonable payment. CUSTOMER NON-SOLICITS Generally permissible. EMPLOYEE NON-SOLICITS Generally permissible, but case law is very scarce in this regard. WAIVERS Not enforceable unless in a settlement ratified at court. REMEDIES DISCRIMINATION Indemnification based on the claimant’s damages in case of labor lawsuit, plus recommendation that the employer takes action. UNFAIR DISMISSAL Severance in case of termination without cause in which the employee is not protected by job tenure is set forth by law. In case of termination without cause of employees protected by job tenure can trigger damages and reinstatement. FAILURE TO INFORM AND CONSULT As a rule there is no obligation to inform and consult the union about terminations, unless so required by the collective bargaining agreement. In such case, failure triggers the consequences set forth by the collective bargaining agreement. Failure to inform and consult in mass terminations may trigger reinstatement orders and financial consequences. CRIMINAL SANCTIONS Violation of employment laws and discrimination can trigger criminal sanctions. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 35 W W W.DL APIPER .COM CANADA LEGAL SYSTEM, CURRENCY, LANGUAGE Common law and, for certain matters in the province of Quebec, civil law. Canadian dollar (CAD). English and French. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Canada with proper corporate and payroll registrations, subject to business and corporate tax planning considerations. The payroll registration is achieved through obtaining a Canada Revenue Agency business number. Withholdings for statutory remittances required for relevant social security charges – Canada Pension Plan (or in Quebec, the Quebec Pension Plan) and Employment Insurance – as well as income tax to be done through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance.

Certain employers mandate criminal records checks through a Canadian Police Information Check (“CPIC”). In some instances an even more intensive check is required by law for persons who work with vulnerable individuals (such as children). In any case where such a check is required, the prospective employee may have grounds to claim discrimination if a decision not to hire is based on a criminal offence for which a pardon has been granted or minor offences revealed by the check.

These checks may be unlawful in certain circumstances, particularly for employees in the province of Alberta. PERMISSIBLE Credit checks are only permissible for specific roles, such as those which involve handling money or financial decision making. In all such cases, the check must be conducted in accordance with applicable consumer protection legislation, which contemplates consent and a proper process to be followed when the credit check is undertaken. Reference and education checks are common and permissible with applicant consent.

Certain employers also engage in more detailed background checks, at times through third-party organizations who specialize in this. Consent is required for these checks, which may be unlawful depending on their scope. IMMIGRATION Canadian citizens and permanent residents have a right to work in Canada. For other non‑Canadian nationals an immigration permission is likely required.

There are rules under the North American Free Trade Agreement (“NAFTA”), which allow for easier mobility rights for certain categories of workers wishing to work in Canada. The process for obtaining work permits is managed by Canada’s federal government through Citizenship and Immigration Canada and some provincial programs. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 36 W W W.DL APIPER .COM HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. Employers can provide for differential treatment between these classes of employees. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personnel services company. Engagement may be subject to misclassification exposure, which can give rise to claims for notice as well as tax and social security contribution liabilities. AGENCY WORKER Agency workers are common. Certain jurisdictions in Canada are subject to special rules for temporary help agencies. These rules are intended to provide protections to agency workers. EMPLOYMENT CONTRACTS ANDPOLICIES EMPLOYMENT CONTRACTS Common best practice is to have a contract, although there are no statutory or other legal obligations to provide employees with a written agreement. PROBATIONARY PERIODS Permissible.

There are, in some instances, applicable statutory limits during which the employer can dismiss an individual without being obliged to provide statutory termination pay. As an example, in the province of Ontario, there is no obligation under the Employment Standards Act, 2000, to provide statutory notice of termination if the employee is dismissed prior to the completion of three months of employment. Employees terminated during a probation period may still have a claim for an allegedly wrongful dismissal. POLICIES A written health and safety policy is required, with contents based on the nature and size of the employer’s operation.

Workplace violence policy required in certain circumstances. Harassment and anti-discrimination policies highly recommended. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies or get approval from any third party. LANGUAGE REQUIREMENTS Two official languages, English and French. Individuals are entitled to receive certain government services in either official language.

Quebec’s provincial language laws require certain business or other matters be conducted in French. In some instances, this can be avoided by having the employee consent to English documentation. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All, but subject to certain exceptions based on category of work (such as managers, students, IT professionals or those in specified industries). WORKING HOURS Varies by jurisdiction. On average 40 hours. OVERTIME Overtime rules vary by jurisdiction, with a weekly-hours-of-work threshold of 44 hours per week being common. WAGES Minimum wage varies by jurisdiction. There are also some differential requirements for certain categories of workers such as food servers and students. VACATION Amounts and related requirements vary slightly by each jurisdiction, as do the public holidays. The floor obligation, which is often exceeded in practice or by statutory requirement in a particular jurisdiction, is 2 weeks per year of time off for vacation (and a corresponding 4% vacation pay requirement). In addition, paid time off for public holidays is also required. SICK LEAVE AND PAY Employment standards rules vary by jurisdiction, but employees will generally have rights to a certain amount (such as up to 10 days per calendar year) of statutorily protected but unpaid sick leave.

There is no requirement to provide for paid sick leave, but this is a common practice. Eligible employees may also have the right to claim Employment Insurance sick leave benefits. MATERNITY/PARENTAL LEAVE AND PAY There is some variation by jurisdiction, but pregnant employees generally have the right to take pregnancy leave (called maternity leave in certain jurisdictions) of up to 17 weeks of unpaid time off work. In some cases the leave may be longer.

Employers do not have to pay wages to someone who is on pregnancy leave though some do pay part or all of the wages for a stipulated period. New parents have the right to take parental leave and unpaid time off work when a baby or child is born or first comes into their care. Birth mothers who take pregnancy leave are entitled to up to 35 weeks’ leave. Birth mothers who do not take pregnancy leave and all other new parents are entitled to up to 37 weeks’ parental leave. Parental leave is not part of pregnancy leave and so a birth mother may take both pregnancy and parental leave.

In addition, the right to a parental leave is independent of the right to pregnancy leave. For example, a birth father could be on parental leave at the same time the birth mother is on either her pregnancy leave or parental leave. Employees on leave have the right to continue participation in certain benefit plans and continue to earn credit for length of service and seniority. In most cases, employees must be given their old job back at the end of their pregnancy or parental leave.

An employer cannot penalize an employee in any way because the employee is or will be eligible to take a pregnancy or parental leave, or for taking or planning to take a pregnancy or parental leave. 37 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DISCRIMINATION Characteristics protected by human rights legislation vary by jurisdiction but include: age, disability, sex, sexual orientation, citizenship, ethnic origin, record of (criminal) offences, family status, race, and creed. BENEFITS AND PENSIONS Currently, no benefits required above those covered under social security contributions (Canada Pension Plan/Quebec Pension Plan and Employment Insurance regimes). There are no mandatory employer benefits or pension schemes or other contributory arrangements, though these are commonly offered. DATA PRIVACY The legislative regime varies by jurisdiction, though employee privacy rights are an emerging area of statutory and case law. Best practice (or in some case required compliance) dictates that employees be notified and consent to the manner in which their personal information is being collected, stored and used. While email and Internet use may be monitored, there is some law emerging which suggests that consent and express notice to employees might be required.

There is also some possibility that, even on employer IT systems or devices, employees may have at least some expectation of privacy. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Applicable rules vary by jurisdiction, but employees who accept an offer of employment following closing with a purchaser will be deemed to continue in their prior employment and past service will be honored. Unless a contract provides otherwise, employers accepting the purchaser’s offer will not be entitled to claim termination amounts from the seller. There is a risk of constructive dismissal claims if the purchaser wishes to amend the terms of employment following closing. EMPLOYEE REPRESENTATION The levels of union density continue to decline, particularly in the private sector.

Unions still continue to have high levels of representation in the public sector as well as in certain industries such as construction and transportation. Many businesses have no union or other worker representation. There are no works councils.

Industry level collective bargaining agreements are rare outside of certain industries in Quebec and the construction industry. TERMINATION GROUNDS Termination for cause is permissible but only in limited circumstances, such as gross misconduct, fraud, serious breach of applicable policies or repeated insubordination. Termination without cause is permissible for bona fide reasons, such as position elimination, unsuitability, or lack of work, provided the selection decision was not based on or influenced by discriminatory reasons. 38 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 39 W W W.DL APIPER .COM EMPLOYEES ENTITLED TO TERMINATION PROTECTION All employees are protected and can seek damages as a result of their dismissal, but there are limited rights to seek reinstatement (about 2/3 of Canadian employees cannot seek reinstatement). These rights are only available either under applicable human rights legislation, or for certain employees who both have requisite service and are working in federally-regulated industries or the province of Quebec. PROHIBITED TERMINATIONS Employers may not make termination decisions based on or influenced by discriminatory reasons. There are also prohibitions against terminating employees as an act of reprisal for asserting their statutory rights with respect to conditions of work or legislated employment standards. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. However, for group terminations, the relevant Minister of Labor generally needs to be provided with a form of notice which outlines details of the employer’s operations and the group being terminated. MASS LAYOFF RULES? Yes. Group termination obligations, which can include enhanced termination pay and a requirement to notify the government, are triggered when a number of employees such as 50 (and in some cases fewer) are terminated in a prescribed period such as 4 weeks. As noted above, information must be provided to the relevant Minister of Labor.

There is not generally a consultation obligation. NOTICE Amounts, which vary by jurisdiction, are based on employee service. These can be up to a maximum of 10 weeks. Longer notice periods are awarded and, subject to there being no valid employment agreement which prescribes the entitlement, can be claimed under applicable common law. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Pay in lieu of notice is permitted.

While the term “garden leave” is not generally used, the employer can retain the employee in employment and essentially achieve this objective for a reasonable period. SEVERANCE Additional statutory amounts are payable to those eligible employees working in the province of Ontario or subject to the jurisdiction of the Canada Labor Code. Amounts vary based on employee service, and can be up to a maximum of 26 weeks. Common law notice amounts, which can arise in all Canadian jurisdictions, are often referred to as “severance”. POST-TERMINATION RESTRAINTS These are becoming increasing challenging to enforce.

Restrictions which are the minimum required to protect the employer’s legitimate business interest might potentially be enforceable if reasonable. Garden leave is not commonly used. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 40 W W W.DL APIPER .COM NON-COMPETES Typically no longer than 6-12 months. Not enforceable if any ambiguity in drafting or provisions are too broad. Also not valid if non-solicit provision would have been adequate. Can be used for deterrence value, though even then often only for more senior level employees. CUSTOMER NON-SOLICITS Permissible in narrow circumstances subject to the provisions being reasonable. EMPLOYEE NON-SOLICITS Permissible subject to provisions being reasonable. WAIVERS A waiver of statutory rights will not be enforceable unless the waiver is made in exchange for a so‑called “greater right or benefit” with respect to the same subject matter of the right being waived. REMEDIES DISCRIMINATION While guidelines are notionally in play, these vary by jurisdiction.

In addition, there are potential damages which can be awarded in discrimination cases for items such as back pay which can be substantial. Reinstatement following a discriminatory termination is possible but rare. There are also guidelines varying by jurisdiction for applicable damages. UNFAIR DISMISSAL As noted above, there is only a narrow band of employees who have a right equivalent to this.

The damages which can be awarded in these cases can vary quite widely based on the individual circumstances. Reinstatement following an unjust dismissal is possible and occurs with some regularity. FAILURE TO INFORM AND CONSULT This is not a relevant consideration. CRIMINAL SANCTIONS The main area of concern regarding criminal sanctions arises under occupational health and safety legislation. There are also related Canada Criminal Code provisions relating to unsafe work.

The scope of criminal sanctions can include employees and directors. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 41 W W W.DL APIPER .COM CHINA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Chinese Renminbi (RMB). Mandarin. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot engage employees in China without setting up a representative office or a subsidiary. Once established, payroll has to be set up.

Note that representative offices of foreign companies need to engage an agency to engage its workforce. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Reference and education checks are common, even without applicant consent. There is no restriction on criminal record checks. IMMIGRATION A work permit is required for any non-PRC-passport holder. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time (note that, after 2 fixed-term contracts, the employee may be entitled to an indefinite term contract). INDEPENDENT CONTRACTOR It is very uncommon for independent contractors to be engaged directly. Such a relationship is likely to be considered de facto employment. AGENCY WORKER Labor dispatch arrangements are becoming increasingly regulated (in terms of treatment of labor dispatch workers and the numbers that can be hired within any one workplace) so this is becoming a less attractive hiring option.

The rules are more relaxed for representative offices as they cannot hire local staff directly so must rely on agencies. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS A written contract in Chinese is required. A translation into Mandarin is highly recommended and the risk of not translating the contract can be significant. PROBATIONARY PERIODS The PRC labor laws only allow a maximum of probation period of 1 month for contracts less than 1 year, 2 months for contracts longer than 1 year but less than 3 years, and 6 months for contracts of 3 years or longer. POLICIES No mandatory policies. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party, but the employer must go through a consultation process with relevant representatives to implement and vary employment policies. LANGUAGE REQUIREMENTS The written employment contract must be in Chinese. There are no statutory requirements for other documents. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 40 hours per week and 8 hours per day, with the exception of flexible working hour system and comprehensive working hour system. OVERTIME For work in excess of the standard working hours, overtime is due (of between 150% and 300% of the employee’s daily salary rate or hourly salary rate depending on when the employee carried out the overtime). WAGES Minimum wage stipulated by local regulations. VACATION Employees who have worked for one full year or more are entitled to 5-15 days annual leave with pay. The duration of leave for each employee is determined by reference to his/her accumulated years of work (with all employers, not just the current employer). SICK LEAVE AND PAY Reduced pay should be paid for sick leave days according to the local standard. 42 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 43 W W W.DL APIPER .COM MATERNITY/PARENTAL LEAVE AND PAY 98 days of maternity leave. Employees that experience a difficult childbirth get 15 extra days. For multiple births (twins, triplets, etc.), 15 extra days may be added for each child. After giving birth, female employees are entitled to 1 paid working hour per day for nursing purposes until the baby is 1 year old.

Parental leave varies from 3-10 days, depending on location. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation. However, the legal remedy in this respect is limited in China. BENEFITS AND PENSIONS Employers and employees are required to contribute to certain mandatory social insurance and housing fund schemes in China. Social insurance includes pension, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance.

The minimum contributions required by employers and employees are determined by the local labor and social security bureaus. DATA PRIVACY China does not presently have a general data protection law. However, the Regulations on Employment Services and Employment Management require that an employee’s personal data be kept confidential and not be made public without the employee’s consent. RULES IN TRANSACTIONS/BUSINESS TRANSFERS No automatic transfer of employment in an associated company transfer or change of business ownership. Therefore, the previous employer will need to terminate the employee’s employment contract and the new employer will need to offer (and the employee accept) employment.

If the new employer recognizes the service years with the previous employer, then the previous employer may be able to avoid liability for a severance payment. EMPLOYEE REPRESENTATION Trade unions are prevalent in state-owned enterprises. In most cities, local regulations require employers to set up Employee Representative Councils (“ERC”). However, failure to set up an ERC is not subject to penalties.

Many businesses have no union or other worker representation. Industry level collective bargaining agreements are uncommon. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS There is no “at-will” employment in China and termination of employees must be for cause. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Employees (a) who are pregnant, on maternity leave or in the nursing period; (b) who are suffering from work-related injuries or occupational diseases; (c) who have been employed by the employer for more than 15 years and have less than 5 years from the statutory retirement age (60 for male employees, 55 for female employees holding office positions, and 50 for female factory workers); and (d) who are on sick leave, may not be unilaterally terminated. THIRD-PARTY APPROVAL FOR TERMINATION The trade union’s opinion should be solicited for any unilateral termination. MASS LAYOFF RULES Yes, strict information and consultation rules apply where 20 or 10% or more employees are to be made redundant. The employer must also notify the trade union/all employees of the redundancies and report to the local labor bureau. NOTICE 30 days prior notice. Not required for misconduct case or termination due to failure to meet the conditions employment during the probation period. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE There is a statutory right to make a payment in lieu of notice. Garden leave with full pay is also permissible. SEVERANCE Severance pay is based on the number of years an employee has worked with the employer at the rate of 1 month’s wage for each full year worked.

The wages used for calculation during the service years after 2008 are subject to a statutory cap. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. Garden leave with full pay is permissible. NON-COMPETES No more than 2 years. Compensation is required per local rules. CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. 44 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 45 W W W.DL APIPER .COM WAIVERS Enforceable to waive contractual rights. While an employee can be asked to waive statutory rights, there is some uncertainty as to whether such a waiver would be effective to prevent an employee from subsequently bringing a claim for statutory rights. REMEDIES DISCRIMINATION Compensation for direct losses. UNFAIR DISMISSAL The Court or Labor Tribunal may make an order for reinstatement or double severance pay. FAILURE TO INFORM AND CONSULT May be deemed as illegal dismissal. CRIMINAL SANCTIONS Limited circumstances, such as failure to pay salary in bad faith, may result in criminal sanctions. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA CZECH REPUBLIC LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of the European Union. Czech Crown (CZK). Czech. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Foreign entities can engage employees in the Czech Republic if they have proper registrations with the competent financial authority, social security administration and the health insurance company. The registered entity must pay income tax (15%; deducted from the employee’s salary), health insurance (13.5 %; 9 % is paid by the employer) and social security contributions (31.5 %; 25 % is paid by the employer).

Employers are obliged to maintain a payroll. Independent contractors are responsible for their own taxation. PRE-HIRE CHECKS REQUIRED Immigration compliance. Entry health check.

Where required by law, criminal records’ check or information about pregnancy (e.g. where certain work cannot be performed by a pregnant employee). PERMISSIBLE Reference and education checks are common and permissible. Criminal records’ and credit reference checks may be requested if justified by the specific nature of the work performed and subject to the proportionality principle.

Subject to the same conditions, the employer may also request information concerning pregnancy, financial and family affairs of the applicant. IMMIGRATION Nationals of the EU, EEA and Switzerland enjoy the right to work in the Czech Republic. Third country nationals must typically obtain a residence/work permit. Employers employing non‑EU/ EEA/Swiss employees must notify the relevant labor authority and comply with the given procedure. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

Part-time and fixed-term employees have the right not to be discriminated against on the basis of such status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly or via a personal services company. Such an engagement may be subject to the risk of exposure for misclassification (as an employee). 46 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 47 W W W.DL APIPER .COM AGENCY WORKER Agency employees have a right treatment equal to other employees in relation to pay and other employment terms. OTHER OPTIONS Agreement on work performance – max 300 hours/calendar year; less administratively burdensome; social and health insurance contributions payable only from certain remuneration thresholds. Agreement on work activity – the hours worked must not exceed on average one half of regular working hours (20 hours/week); less administratively burdensome; social and health insurance contributions payable only from certain remuneration thresholds. EMPLOYMENT CONTRACTS AND POLICIES REQUIREMENTS Obligatory written employment contract. It must include (i) type of work, (ii) place of performance of work, (iii) date of commencement of work. Certain additional information must be provided to the employee in writing within 2 months from commencement of employment if not included in the employment contract. PROBATIONARY Permissible – maximum 3 months for regular employees, maximum 6 months for so-called managerial employees. POLICIES Mandatory health and safety policy. THIRD PARTY APPROVAL Not required. LANGUAGE REQUIREMENTS No statutory language requirement. However, all documents must be comprehensible to the employee to whom they are addressed (i.e.

language to be determined on a case-by-case basis). MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS Standard regular working time is 40 hours/week with limited statutory exceptions. Rules on rest breaks, night work and rest periods between shifts apply. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 48 W W W.DL APIPER .COM OVERTIME Some limits on the extent of overtime to be performed by employees. The employer may request overtime only up to 150 hours/calendar year. Parties may agree to overtime of up to 416 hours/ calendar year if the average overtime in 26 consecutive weeks (52 if stipulated in a collective agreement) does not exceed 8 hours/week. Obligation to provide salary plus premium or time-off for overtime. Option to include future overtime in the employee’s salary (up to 150 hours/calendar year for regular employees and up to 416 hours/calendar year for managerial employees). WAGES The base rate of minimum wage is CZK 9.200/month or CZK 55/hour. VACATION Statutory minimum of 4 weeks (20 working days) per calendar year (excluding public holidays). SICK LEAVE AND PAY Statutory sick leave and pay (subject to participation in the social security scheme and additional obligations).

During the first 14 days of sickness (excluding the first 3 days), the employee is entitled to salary compensation (60 % of average earnings) from the employer. After this period, sick leave is funded from the social security system. MATERNITY/PARENTAL LEAVE AND PAY Maternity leave of 28 weeks (37 weeks for multiple births), paid for the entire duration of maternity leave (at the rate of approx. 70 % of daily salary).

Protection against termination. Parental leave available for women after the end of maternity leave, for men after childbirth, until the child reaches the age of 3 (duration to be determined by employees). Parental pay available until the child reaches the age of 4 up to CZK 220.000. Protection against termination. DISCRIMINATION Direct and indirect discrimination, harassment and sexual harassment, victimization, incitement to discrimination and instruction to discriminate are prohibited.

Employers are under a duty to make reasonable adjustments for persons with disabilities. Protected characteristics: race, ethnic origin, nationality, sex (including pregnancy, maternity, paternity and sexual identification), sexual orientation, age, disability, religion, belief or worldviews. BENEFITS AND PENSIONS Obligatory pension insurance scheme (21.5 % paid by the employer; 3.5 or 6.5 % paid by the employee depending on their participation in a so-called “Second Pillar” pension insurance scheme). No additional benefits required. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 49 W W W.DL APIPER .COM DATA PRIVACY Generally, employees must be notified of personal data processing (e.g. camera recordings.) and, in certain cases, give their consent. Employers as data administrators must generally register with the Data Protection Authority and notify any intended data processing. Special rules apply to data transfer outside the EEA.

Significant restrictions on monitoring employees, including email and internet use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the Transfer of Undertakings Directive 2001/23/EC and the Czech Labor Code where there is a transfer of an employer’s activities or tasks (or part thereof). Duty to inform and consult with employee representatives. Protection of employees against significant deterioration of working conditions (significant restrictions on changing terms of employment following transfer, rights to claim severance pay in case of deterioration).

Employees cannot be dismissed by virtue of a transfer. EMPLOYEE REPRESENTATION Czech Labor law recognizes several types of employee representatives – trade unions, works councils and occupational health and safety representatives. Trade unions are most common (15 % of employees are union members). Many businesses have no union or other worker representation. TERMINATION GROUNDS Termination with notice permissible on the following grounds only: organizational change (dissolution, relocation, other organizational change), incapability (ill-health, failure to meet conditions, unsatisfactory performance), misconduct, breach of obligation to remain at home during sick leave. Immediate dismissal permissible on the following grounds: criminal conduct, gross misconduct. EMPLOYEES SUBJECT TO TERMINATION LAWS All. PROHIBITED OR RESTRICTED TERMINATIONS Protection against termination for certain employees/in certain circumstances (e.g.

sick leave, military exercise, discharge of public office, pregnancy, maternity or parental leave). Certain statutory exceptions apply. THIRD PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MASS LAYOFF RULES Mandatory consultation rules apply where the threshold number of employees will be made redundant over a 30 day period for organizational reasons. The thresholds are 10 employees if the employer has 20 – 100 employees; 10% of employees if the employer has 101 – 300 employees; 30 employees if the employer has more than 300 employees) Obligatory notification must be given to the relevant labor authority. NOTICE No notice required in case of termination during probationary period and immediate dismissal. Statutory minimum notice period of 2 months for both employee and employer. Notice period may be extended via agreement of the parties (must be the same for employer and employee). STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Not applicable. SEVERANCE Payable to all employees depending on the length of employment (1 times average monthly earnings if employment lasted less than 1 year; 2 times average monthly earnings if employment lasted at least 1 year; 3 times average monthly earnings if employment exceeded 2 years) provided that termination occurred on organizational grounds. If termination occurs due to accident at work or occupational disease of the employee, 20 times average monthly earnings are owed.

More generous terms are possible. POST-TERMINATION RESTRAINTS Only non-compete clauses are regulated by Czech law. Enforceability of other restrictive covenants is uncertain but should be permissible if reasonable, proportionate and tailored to the situation of the particular employee. Garden leave is not expressly regulated but increasingly common. NON-COMPETES Permissible subject to compliance with statutory conditions (i.e.

maximum duration of 1 year, obligatory compensation of minimum of one half of average earnings per month, justifiability given the position of the employee, obligatory written form). CUSTOMER NON-SOLICITS Not regulated. Enforceability is uncertain but should be permissible if reasonable, proportionate and tailored to the situation of the particular employee. EMPLOYEE NON-SOLICITS Not regulated. Enforceability is uncertain but should be permissible if reasonable, proportionate and tailored to the situation of the particular employee. WAIVERS Waivers of rights stemming from employment are legally ineffective. 50 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 51 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Right to request that the discriminatory conduct is halted, its consequences removed, right to appropriate compensation (including uncapped monetary compensation). The amount of compensation is assessed with view to seriousness of the damage caused and the particular circumstances of the case. UNFAIR DISMISSAL Right to bring an action to challenge the validity of such a dismissal (statutory time limit of 2 months applies). If upheld by court, the employee remains employed with the company and is entitled to salary compensation for a specified time period (the salary compensation may be capped by the court with view to particular circumstances of the case). FAILURE TO INFORM AND CONSULT The State Labor Inspection Office may impose a penalty on the employer up to CZK 200,000 for failure to inform or to consult. CRIMINAL SANCTIONS Illegal employment of foreigners may under limited circumstances constitute a criminal offence. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DENMARK LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Danish kroner (DKK). Member of the EU and required to implement relevant EU Directives. Danish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Denmark, subject to doing business and corporate tax considerations.

The business is responsible for withholding income tax and labor market contribution via payroll for any employees in Denmark. PRE-HIRE CHECKS REQUIRED Immigration compliance and, for any occupations involving work with children under the age of 15, an employer must ask for a record that specifies whether the employee is fit to work with children. PERMISSIBLE An employer may ask the prospective employee to produce a copy of their criminal record. Information on a prospective employee’s health may only be requested if this is of significant importance to the ability to perform the job in question. It is also usual for prospective employers to ask job applicants for references and to check educational qualifications. Credit checks are allowed for employees in special trusted positions. IMMIGRATION Employees from an EU/EEA country may stay in Denmark for a period of 3 months without a residence permit.

If the employee is searching for a job while staying in Denmark, the period is prolonged to 6 months. If the foreign national intends to stay for more than 3 or 6 months, he/she must apply for an EU/EEA residence certificate. EU/EEA nationals do not need a work permit. Other foreign nationals must, as a general rule, have a residence and work permit before they arrive in Denmark. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

Part-time and fixed-term employees may not be discriminated against on the basis of such status. White collar workers are typically covered by the Salaried Employees Act. INDEPENDENT CONTRACTOR May be engaged directly by the company or via a personal services company. 52 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Must receive minimum pay and benefits corresponding to what they would have received, had they been in regular employment. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS A written employment certificate is required containing all material terms and conditions of the employment and must be issued within 1 month of the date of commencement. An employment contract containing all relevant terms can, and commonly will, serve as a certificate. PROBATIONARY PERIOD Permissible. No longer than 3 months for salaried employees. POLICIES Many businesses have an employee manual or similar containing internal guidelines and rules on health, safety and other relevant areas. Such policies are not mandatory. THIRD PARTY APPROVAL None required. LANGUAGE REQUIREMENTS There are no general statutory requirements and employment contracts may be provided in any relevant language.

However, special rules do apply with regard to e.g. stock options with legislation requiring that the terms of a stock option scheme are provided to employees in Danish. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Most employment legislation sets out mandatory rules with regard to employment terms which may not be derogated from to the detriment of the employee. Most of these mandatory rules apply to all employees regardless of, for example, length of service. WORKING HOURS Maximum average working hours are 48 hours per week.

A period of 24-hours off work is required each week which must, if possible, fall on a Sunday. Usually a working week will consist of 37 hours divided over 5 working days. OVERTIME No statutory obligation to provide additional pay for overtime. WAGES No statutory minimum pay rate. Usually fixed by collective agreements or individually negotiated. 53 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA VACATION 2.08 days of paid holiday for each month of employment during a calendar year and 12 public holidays, 3 of which always fall on a Sunday. SICK LEAVE AND PAY Right to take time off for sick leave without pay. However, employees covered by the Salaried Employees Act and the majority of employees covered by collective agreements are entitled to receive full salary during illness. There is no limit on the duration for which employees receive full salary. However, long term absence may justify termination of employment. MATERNITY/PARENTAL LEAVE AND PAY A pregnant employee is entitled to leave of 4 weeks prior to the birth of the child and 14 weeks after the birth, of which she is obliged to use the first 2 weeks.

During this entire leave period, the employee is entitled to receive subsistence allowance. Salaried employees are entitled to receive an allowance amounting to 50% of their salary during pregnancy and maternity leave. Often, collective bargaining agreements or internal guidelines provide terms on salary payment during maternity/paternity/parental leave. A father is entitled to 2 consecutive weeks of paternity leave following the birth of the child or, if agreed with the employer within the first 14 weeks after the birth. The employee is entitled to subsistence allowance during this leave. After the initial period of 14 weeks after the birth, both parents are entitled to an additional 32 weeks of parental leave, which may be extended to 40 or 46 weeks with payment of subsistence allowance for a total of 32 weeks. The same rights apply to adoptive parents and same sex parents. DISCRIMINATION Discrimination, both direct and indirect, victimization and harassment due to age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation is prohibited. Employers are under a duty to make reasonable adjustments for persons with disabilities. BENEFITS AND PENSIONS All employees must pay tax and labor market contributions which are deducted from the employee’s gross salary. These deductions go to fund State benefits. There is a mandatory Danish Labor Market Supplementary Pension to which an employer pays DKK 180 per month for full time employees and the employees pay DKK 90 per month.

There is no requirement imposed on an employer to contribute to additional pension schemes unless this requirement is specified in a collective agreement or imposed by the employer’s internal guidelines. 54 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY Generally, employees must be notified if their personal data is processed and in some cases must give their consent to such processing. Monitoring and registration of employees’ e-mails and internet use may only be done if there is an explicitly specified and objective purpose and the employee has clearly and explicitly been informed of the collection of information in advance and of the purpose for which it is being collected. RULES IN TRANSACTIONS/BUSINESS TRANSFERS According to the Danish Transfer of Undertakings Act, employees transfer automatically in the event of a business transfer or service provision change. There is a duty for the employers involved in the transfer to inform and consult with the employee representatives. Dismissals due to the transfer which are not for an economic, technical or organisational reason are prohibited. EMPLOYEE REPRESENTATION The Danish labor market is dominated by employer and employee organisations. Collective agreements determining wage rates and other terms of employment are very common in Denmark. Approximately 75% of the Danish workforce is covered by collective arrangements and approximately 90% of manual workers are members of a union. Even among white collar workers (depending on sector), union density is around 80%. TERMINATION GROUNDS Employers have a managerial prerogative under which they may terminate employment with notice due to the employer’s circumstances, and terminations due to e.g.

redundancy will usually be considered fair. Termination due to an employee’s circumstances must (for salaried employees and for most employees covered by a collective bargaining agreement) be fair and may require prior warning in some cases. An employer may dismiss an employee without notice (summary dismissal) where the employee is guilty of behaviour which amounts to serious misconduct. EMPLOYEES SUBJECT TO TERMINATION LAWS Employees not covered by the Salaried Employees Act or a collective agreement, or who have been employed for less than 12 months have no legal protection against unfair dismissal. PROHIBITED OR RESTRICTED TERMINATIONS Certain employees, such as safety and employee representatives, pregnant employees or employees on maternity or paternity leave, are offered special protection in relation to termination. An employer must comply with specific regulations which aim to protect such employees, when terminating an employee from one of those categories. 55 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 56 W W W.DL APIPER .COM THIRD PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES If a certain number of employees are dismissed in an establishment with 20 employees or more, within a specific period of time, there are statutory rules that require consultation with the employees and compliance with certain procedures. NOTICE Statutory notice for salaried employees or as stipulated in the contract. If no notice has been agreed for a non-salaried employee, ‘reasonable’ notice is required. Salaried employees are entitled to receive 1 month’s notice in the first 6 months of employment and then to between 3 and 6 months’ based on length of service. An employer may dismiss an employee without notice (summary dismissal) where the employee is guilty of behaviour which amounts to serious misconduct. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE There is no statutory right for an employer to pay in lieu of notice, but an employer has the right to put the employee on garden leave for the duration of the notice period. If the employee is on garden leave the employer may, with certain limitations, reduce the salary paid during the notice period if the employee finds new employment. SEVERANCE Salaried employees at a high level of seniority are generally entitled to receive a special statutory severance payment. Such severance payment amounts to 1, 2 or 3 months’ salary subject to no less than 12, 15 or 18 years’ continuous employment with the company. The rule applies where the employer terminates the employment. POST-TERMINATION RESTRAINTS NON-COMPETES Yes, although only permissible for salaried employees if certain requirements are fulfilled, for instance the employee must hold a special trusted position and be entitled to receive compensation.

Compensation is at the rate of 50 % of normal salary for the duration of the term of the clause. However, if the employee obtains other employment set off is to some extent permitted. Generally, for all employees, the terms of the restraint must be reasonable in order for it to be upheld. CUSTOMER NON-SOLICITS Yes, although only permissible for salaried employees if certain requirements are fulfilled, for instance that the employee is entitled to receive compensation.

Generally, for all employees the terms of the restraint must be reasonable in order for it to be upheld. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE NON-SOLICITS A non-solicitation of employees clause (non-hire clause) is only enforceable if all of the employees whose employment opportunities are affected by the non-hire clause have been informed of the scope of the clause and given their written consent. In addition, they must receive compensation as stipulated in the Act. These conditions must be fulfilled for every single employee affected by the clause for the clause to be upheld in relation to any employee. WAIVERS Most employment law statutes contain mandatory provisions, in which case a waiver by the employee will not be enforceable. A release upon termination by mutual agreement is possible providing that the agreement is sufficiently balanced. REMEDIES DISCRIMINATION Discrimination on any of the following grounds is prohibited: sex, race, age, disability, skin colour, religious or political beliefs, faith, national, ethnical or social origin and sexual orientation. Compensation for an employer’s violation of the anti-discrimination acts normally ranges from DKK 10,000 to DKK 25,000 if a potential employee has been subject to discrimination and for actual employees, 6 to 12 months’ salary in connection with termination of employment depending on the severity of the discrimination and the seniority of the employee. UNFAIR DISMISSAL For salaried employees the law provides for a relatively modest compensation, typically 1 to 3 months’ salary.

This may be increased to 6 months’ salary in special situations. Collective agreements usually provide the possibility of compensation of up to 52 weeks’ salary. FAILURE TO INFORM AND CONSULT Redundancy (mass layoff): payment of compensation of between 30 days’ and 8 weeks’ salary to the employees made redundant if they do not receive pay during a notice period of equivalent duration. Fines may also be imposed. Transfer of Undertakings: Fine imposed by the courts. Different compensation and consequences may be provided for by collective agreement, usually these are allowances of more substantial amounts. CRIMINAL SANCTIONS Employing a person without a valid work permit is a criminal offence which may result in a substantial fine. Several of the anti-discrimination provisions may be enforced by criminal prosecutions. Failure to inform and consult in connection with collective redundancies and business transfers is a criminal offence which may result in a fine. 57 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA FINLAND LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. European Union (“EU”) member, thus required to implement EU Directives. Euro (EUR). Finnish and Swedish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Foreign entities can engage employees in Finland, subject to business and corporate tax planning considerations, as well as compliance with payroll, tax, etc. requirements.

Proper payroll operation includes making income tax, social security and other necessary deductions at source. PRE-HIRE CHECKS REQUIRED Under the Employer Sanction Directive and the Finnish Employment Contracts Act, employers are required to ensure that non-European Economic Area (“EEA”) nationals comply with residency/ immigration requirements or face fines for non-compliance. Certain positions may also require criminal record checks. PERMISSIBLE Reference and education checks are common and carried out with the applicant’s consent. IMMIGRATION EEA citizens have the right to work in Finland. They can stay for up to 3 months before having to register their right of residence.

Non-EEA nationals require a residence permit to work in Finland, granted on the basis of temporary or permanent employment. HIRING OPTIONS EMPLOYEE Permanent, fixed-term, full-time or part-time, or by invitation. INDEPENDENT CONTRACTOR Independent contractors can be engaged by the company. They are not considered to be in an employment relationship, but may be engaged directly by companies or via a personal services company. AGENCY WORKER Agency workers are used in Finland. Temporary agency employment contracts are typically governed by fixed-term contracts.

Agency workers are entitled to the same or no less favorable treatment to comparable employees. 58 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Common best practice to provide employees with an employment contract. Employers are required to at least provide employment terms by the end of the first pay period. PROBATIONARY PERIODS Maximum probationary period is 4 months. Collective agreements may provide for a shorter period. If a fixed-term contract is for less than 8 months, the trial period cannot exceed half the contract period. POLICIES Policies are not mandatory but often used by employers, especially where there is no collective agreement in place. THIRD-PARTY APPROVAL No requirement for third-party approval for employment contracts or policies unless in case of a minor. LANGUAGE REQUIREMENTS Finland’s official languages are Finnish and Swedish.

However, employment contracts can be in another language understood by the employee. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All employees are entitled to minimum employment rights under statute. Collective agreements in place across most employment sectors set forth minimum employment conditions. Employers that do not belong to an employer union with a collective agreement must still observe the minimum collective sector conditions.

In the absence of binding sector conditions employers must provide terms which would be considered “normal” and “reasonable.” WORKING HOURS Working hours are specified by law or under the relevant collective agreement. Regular working hours are usually at most 8 hours per day and 40 hours per week. Weekly hours may be arranged for longer periods provided the average does not exceed 40 hours per week.

Certain senior and independent positions are not subject to working hour restrictions. OVERTIME In case working hours apply, overtime is compensated with additional pay. The first 2 hours of overtime are paid with a 50% increase on normal pay and thereafter a 100% increase. Work on Sundays is paid with double wages. WAGES There is no universal level of minimum pay.

Minimum wages are specified in the relevant collective agreement (if applicable). Otherwise wages must be “reasonable.” 59 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 60 W W W.DL APIPER .COM VACATION Holiday accrues at a minimum rate of 2 holiday days per month. If the employment relationship has been in place for at least 1 year before March 31, the rate is 2 1/2 days per month. This equals to either 4 or 5 weeks of paid annual holiday. SICK LEAVE AND PAY Employees are legally entitled to sick leave. The relevant rate is either specified under the Employment Contracts Act and/or in the relevant collective agreement (if applicable).

Based on the Employment Contracts Act, employees are entitled to full pay from the employer for the day they become sick and the 9 days thereafter. MATERNITY/PARENTAL LEAVE AND PAY Maternity leave amounts to 105 working days. 158 working days of parental leave can be shared between the mother and father. Benefits during parental leave are either earnings-related or subject to a minimum amount for unemployed parents, which in 2015 equated to around 550 euros per month.

All parental leaves are paid by the state, unless provided for otherwise in the applicable collective agreement (if any). DISCRIMINATION All employees have the right to equal treatment. Employers must not discriminate on the basis of: gender, descent, ethnic or national origin, nationality, religion, age, health, disability, political activity, trade union activity or related reason. BENEFITS AND PENSIONS There is an earnings-based mandatory state pension which accrues on the basis of paid employment. Such pension payments are compulsory and cannot be opted-out of.

The contributions are shared between the employee and the employer. DATA PRIVACY Employees must usually be notified of personal data processing (and give consent where necessary). Special rules apply to data transfers outside of the EEA. Significant restrictions on monitoring email and Internet use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Business transfer rules apply, i.e., in a business transfer, the rights and duties of the employer are transferred to the new owner, who may not dismiss employees merely because of the business transfer. Employer having more than 20 employees has consultation requirements prior the business transfer under the Co-operation Act irrespective of the number of employees to be transferred. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Trade unions are prevalent across all sectors and membership is high. Trade unions negotiate collective bargaining agreements among themselves that specify minimum conditions (such as salary) for their relevant trade sector. There are 3 ways in which collective agreements are made binding on the employers, either by company specific collective agreement, membership of the employer’s association or through the generally applicable collective agreement system, which covers all employers operating in the relevant sector. Trade unions typically have representatives in the workplace.

The number of representatives varies depending on the applicable collective agreements for each relevant trade sector. These representatives enjoy special protection from termination. TERMINATION GROUNDS Employers cannot terminate an indefinite employment contract without proper and weighty reason as referred to in the Employment Contracts Act, such as serious breach or neglect of obligations or specified economic reasons. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees are protected, meaning the employer must have weighty legal grounds for termination. RESTRICTED OR PROHIBITED TERMINATIONS Fixed-term employment cannot be terminated due to redundancy. Furthermore, certain employee representatives and employees on parental leave have special employee protection. THIRD-PARTY APPROVAL FOR TERMINATION No approval required. MASS LAYOFF RULES Consultation and negotiation requirements need to be followed for mass redundancies as set out in the Co-operation Act, if the company regularly employs at least 20 employees. NOTICE May be specified under the relevant collective agreement (if applicable) or an individual’s employment contract.

Otherwise, notice periods depend upon the length of employment and are specified under the Employment Contracts Act as follows: 14 days if less than 1 year, 1 month if between 1 and 4 years, 2 months if between 4 and 8 years, 4 months if between 8 and 12 years and 6 months if longer than 12 years. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No statutory right to pay in lieu of notice. Employees can be placed on garden leave. SEVERANCE No statutory right to severance pay although this may be provided for in individual employment contracts. 61 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 62 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS NON-COMPETES Only if there is a particular weighty reason for enforcement. Typical period would be 6 – 12 months. Do not apply in case of redundancies. CUSTOMER NON-SOLICITS Only if there is a particular weighty reason for enforcement. Typical period would be 6 – 12 months.

Do not apply in case of redundancies. EMPLOYEE NON-SOLICITS Not regulated and may be deemed invalid. WAIVERS Possible to waive statutory or contractual rights in Finland. REMEDIES DISCRIMINATION The maximum award for discrimination is now EUR 17,800. UNFAIR DISMISSAL Compensation varies between 0 and 24 months’ salary in case of redundancies and 3 to 24 months’ salary in case of termination due to personal reasons. The court cannot order reinstatement. FAILURE TO INFORM AND CONSULT Maximum is now EUR 34,140. CRIMINAL SANCTIONS Possible in case of breach of various employer obligations. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA FRANCE LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law, Member of the European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR). French language. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in France with payroll registrations subject to business and corporate tax planning considerations. Registration as an employer with labor authorities and “Pôle Emploi” via the Declaration Prior to Hiring (“DPAE”) to be made within 8 days before the effective starting date. The employee share of social contributions amounts to 25% – 28% of his or her gross monthly compensation. The employer share amounts to approximately 45% of each employee’s gross compensation in companies with fewer than 10 employees and approximately 50% in companies with 10 employees or more. PRE-HIRE CHECKS REQUIRED If the individual to be employed is a foreigner, the employer is required to check the validity of his or her work permit. Employers must set-up a mandatory medical examination before employment commences and at the latest before the end of the trial period. PERMISSIBLE Pre-hire checks may be permissible subject to data privacy laws and if the information is related to the job position. Reference checks are permissible, provided the applicant is informed.

A criminal record check is permissible for specific job positions only (e.g., those involving the handling of cash). IMMIGRATION Nationals of the EU, the European Economic Area (“EEA”), and Switzerland have the right to work in France provided they have a valid ID (except for Croatia until January 1st, 2020). Citizens of other countries need a valid work permit. 63 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA HIRING OPTIONS EMPLOYEE Indefinite-term employment contract (“CDI”) (which is the rule) or fixed-term contract (“CDD”), which is only permissible in limited circumstances. The employment contract may be full-time or part-time. Part-time and fixed-term employees enjoy the same rights as regular employees. INDEPENDENT CONTRACTOR Independent contractor relationships are permissible. Risk of reclassification into an employment contract if a relationship of subordination is demonstrated. AGENCY WORKER Agency workers are strictly regulated by the French Labor Code. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Within 2 months of commencement of employment, the employee must be provided with certain minimum terms (in principle mentioned on their pay slips). Written employment agreements are highly recommended. Certain types of employment contracts must be established in writing, e.g., fixed-term and parttime employment contracts. PROBATIONARY PERIODS 2 months for blue-collar employees and standard employees; 3 months for supervisors and technicians; 4 months for management-level employees. Collective Bargaining Agreements (“CBAs”) may provide for differentiating terms. Trial period renewable once for 2, 3 and 4 months respectively if a CBA and the employment contract expressly provide for it. POLICIES Internal rules (règlement intérieur) mandatory in companies or establishments employing at least 20 employees. THIRD-PARTY APPROVAL Implementation of the internal rules subject to consultation of staff representatives, submission to the labor inspector and posting at the company’s premises. LANGUAGE REQUIREMENTS All employment documents must be drafted in French to be binding. 64 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS Legal working time is 35 hours per week. Other working time schemes available depending upon the terms of the CBA. Employees may be entitled to RTT days, i.e., resting days to compensate for days worked above the legal working time, under the conditions set by CBAs. OVERTIME Annual limit of 220 hours, unless the applicable CBA provides for a lower ceiling. WAGES Minimum wage set at EUR 1,457.52 gross per month for 2015, for a 35 hour week. In addition, minimum (higher) salaries provided by applicable CBAs. VACATION 5 weeks i.e., 25 working days (if Monday – Friday working) or 30 working days (if Monday – Saturday working). Additional RTT days may apply (see above). SICK LEAVE AND PAY Daily indemnity paid by the Social Security Authorities as from the 4th day of absence. For employees having at least 1 year of seniority within the company, social security indemnity to be supplemented with an employer-paid indemnity, depending on certain conditions and within certain limits, as from the 8th day of absence (1st day in case of occupational accident or sickness): (i) 90% of the employee’s gross compensation for the first 30 days of absence,(ii) 2/3 of such compensation for the next 30 days, each of these two 30-day periods increased by 10 days per full period of 5 additional years’ seniority, up to 90 days for each compensation period. MATERNITY/PARENTAL LEAVE AND PAY Maternity leave: The minimum amount of maternity leave is 16 weeks.

Maternity insurance daily indemnity paid by the Social Security Authorities under certain conditions. The employer is not required by law to maintain the employee’s salary in whole or in part, but is often required to do so by the applicable CBA or common practice. Paternity leave: Up to 11 consecutive days (18 days in case of multiple births), to be taken in principle within 4 months as from the birth date. Parental leave: Upon the expiry of the maternity leave. 1 year to be extended up to 3 years. Full‑time leave or part-time work permissible during the leave period. 65 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DISCRIMINATION Protected characteristics: origins, sex, customs, sexual orientation, age, family situation, pregnancy, general characteristics, affiliation or non-affiliation, whether actual or assumed, to an ethnic group, a nation or a race, political opinions, activities linked to a union or a mutual benefit company, religious beliefs, physical appearance, family name, health and disability, and place of residence. BENEFITS AND PENSIONS State social system provides for social security, welfare and pension coverage. CBAs and/or employment contracts can provide for additional mandatory benefits: complementary health insurance, complementary welfare coverage for all employees, supra-complementary pension plan, etc. CBAs can also provide for minimum benefits entitlements (minimum welfare contribution rates, insurance bodies to be affiliated to, etc.). Retirement upon the employee’s initiative: initial entitlement to base retirement set at the age of 62 for employees born as from January 1st, 1955; for those born between July 1st, 1951 and December 31st, 1954, the legal retirement age is gradually increased. Retirement upon the employer’s initiative: restricted under 70 years old. “Clause couperet,” i.e., clauses under which the employment relationship will automatically terminate at a specific age limit, are prohibited under French labor law. DATA PRIVACY Various restrictions, declaration or authorization requirements towards the French data protection authority (“CNIL”). Data transfers outside of France are subject to additional requirements. Significant restriction on monitoring Internet and e-mail use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer of the employment contract under the EU Acquired Rights Directive/ Article L. 1224-1 of the French Labor Code in case of a modification in the employer’s legal situation (e.g., sale, merger) and provided the criteria set by case law are met, meaning that it is a transfer of a standalone business that maintains its identity within the transferee. In share or asset deals, there is a requirement to consult with the work council, if any. EMPLOYEE REPRESENTATION Workers’ delegates mandatory in establishments with at least 11 employees. Works council mandatory in establishments with at least 50 employees. Health, Safety and Working Conditions Committee (“CHSCT”) mandatory in establishments with at least 50 employees. Union representatives may be appointed in establishments with at least 50 employees. Virtually all companies are subject to industry-wide CBAs. 66 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS Termination of an indefinite-term employment contract is permissible on personal grounds (e.g., misconduct, poor performance) and economic grounds (e.g., economic difficulties, technological changes, reorganization to safeguard competitiveness). Economic grounds are assessed at the group level worldwide in the relevant business sector. Early termination of a fixed-term employment contract permissible only in limited circumstances as stated by the French Labor Code. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Restrictions on terminations and specific procedures (labor inspector authorization) required for termination of protected employees: •  Termination of workers’ representatives (workers’ delegates, members of the works council, union delegates and union section representatives). •  Termination while the employment contract is suspended as a result of an occupational disease or accident, save on the grounds of serious misconduct or the impossibility to maintain the contract for a reason unrelated to the occupational disease or accident. •  Termination during pregnancy, maternity/adoption leave and for 4 weeks following maternity leave, save on the grounds of serious misconduct or the impossibility to maintain the contract for a reason unrelated to the pregnancy, childbirth or adoption. Termination on discriminatory grounds is prohibited. THIRD-PARTY APPROVAL FOR TERMINATION Need for the Labor Inspector’s authorization in case of termination of a protected employee. MASS LAYOFF RULES Applicable rules differ depending on the number of employees made redundant over 30 days (+/- 10) and the number of employees within the company (+/- 50). If fewer than 10 employees made redundant over 30 days in a company employing at least 50 employees: information/consultation of the works council. If at least 10 employees made redundant over 30 days in a company employing at least 50 employees: need to implement an employment safeguard plan (“PSE”); information/consultation of the works council; procedure under the control of the Labor Administration. In companies employing fewer than 50 employees: information/consultation of workers’ delegates (if any). 67 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA NOTICE Under 6 months’ seniority: as determined by law, the CBA or geographical and professional common practice. Between 6 months and less than 2 years’ seniority: 1 month. At least 2 years’ seniority: 2 months. Subject to differentiating provisions in the CBA, employment contract or common practice, whichever is more favorable to the employee. No notice period in case of dismissal for gross or willful misconduct. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Employee can be paid in lieu of notice. Alternatively, employee can be paid his/her usual salary for the duration of the notice period even if not performed. SEVERANCE Employee with at least 1 year of seniority entitled to 1/5th of his or her average monthly salary per year of seniority for the first 10 years and 1/3rd of his or her average monthly salary per year of seniority for each following year, subject to more favorable provisions in the applicable CBA. POST-TERMINATION RESTRAINTS Restrictive covenants are allowed if justified by the company’s business and employee’s role. NON-COMPETES Allowed under 5 conditions: it must (i) be essential to the protection of the company’s legitimate interests, (ii) be limited in time, (iii) be limited in space, (iv) take into account the specificities of the employee’s duties and (v) provide for a financial compensation (commonly at least 33% of the employee’s compensation for the duration of the non-compete, but depends on the applicable CBA). CBAs may provide specific terms. CUSTOMER NON-SOLICITS No legal requirement for a financial compensation, although their validity is currently challenged by the courts, which often consider that they in fact constitute a non-compete restriction and as such should be duly compensated. EMPLOYEE NON-SOLICITS Allowed. WAIVERS An employee may waive his or her rights in a settlement agreement concluded with his or her employer, after termination of his or her employment contract. Criminal claims are not covered. A settlement indemnity is to be paid on top of mandatory severance.

A mutual termination does not result in a settlement agreement/waiver. 68 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 69 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Any measure taken on discriminatory grounds would be held null and void and entail criminal sanctions (up to 3 years’ imprisonment and a fine of up to EUR 45,000 for the company’s legal representative and EUR 225,000 for the company as a legal entity), in addition to potential damages for the harm sustained. UNFAIR DISMISSAL Dismissal without “real and serious” cause: if the employee has at least 2 years’ seniority and the company employs at least 11 employees, the court may order his/her reinstatement in his/her former position; if either party disagrees, the employee will be awarded damages amounting to at least 6 months’ salary. If the employee has less than 2 years’ seniority and/or the company employs fewer than 11 employees, he or she will be awarded damages for the harm sustained as determined by the court. Damages to be appraised by the court based on the employee’s age, length of service, circumstances of dismissal, etc. FAILURE TO INFORM AND CONSULT Offence of obstruction, which entails criminal liability (up to 1 year of imprisonment and a fine of up to EUR 3,750 for the company’s legal representative and EUR 18,750 for the company as a legal entity). CRIMINAL SANCTIONS Yes (e.g., discrimination, harassment, offence of obstruction). Both the company’s representative and the company as a legal entity may be held criminally liable. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 70 W W W.DL APIPER .COM GERMANY LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Member of the European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR). German. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company can engage employees in Germany without local corporate presence, subject to doing business and corporate tax considerations. For employment purposes, registrations with tax and social security authorities are required for payroll purposes. Employee earnings are subject to withholdings for social security (19% employer and 21% employee portion, up to a ceiling of EUR 5,950 per month) and wage tax (from 14% to 42%) to be done through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance.

For certain employment positions (e.g. public services, education sector, medical sector, security services), statement of good standing (Führungszeugnis) from the Federal Central Register (Bundeszentralregister). PERMISSIBLE Requiring a credit reference check or of a statement of good standing is only permissible for roles justifying interest in such information and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION Free movement of employees for all countries of the European Economic Area (“EAA”) (EU, Iceland, Liechtenstein, Norway) and Switzerland.

All other nationals require a residence and work permit. Nationals of, inter alia, the US, Israel and Japan, and skilled workers enjoy favorable immigration treatment and have access to fast track procedures. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. Part-time and fixed-term employees have the right not to be discriminated against due to their status. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to misclassification exposure with high financial risk. Work instructions and organizational integration, in particular, will jeopardize the independent contractor position. AGENCY WORKER Agency workers shall not work for unlimited periods of time at the same business, although German law does not define the maximum permissible term. The agency is required to hold a special permit granted by the Federal Employment Agency. Agency workers have the right to equal treatment to employees in relation to pay and other benefits terms, unless a specific collective agreement provides otherwise.

The law on agency workers is under review. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Written employment agreements are common, but not mandatory, except for fixed-term contracts. A written statement of the core working conditions has to be provided by the employer within 1 month of commencement of employment. PROBATIONARY PERIODS Permissible, subject to proportionality, for a term of up to 6 months. Statutory dismissal protection will start after 6 months only. POLICIES No mandatory policy requirements.

If a works council exists, works agreements will largely replace policies. Without a works council, policies are common, but subject to standard contract term provisions, which means they cannot be changed unilaterally to the detriment of the workforce. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements. Employees are often open to English agreements or policies.

In case of litigation, the courts would request official translations. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 48 work hours per week as average in any 6 months’ period. Minimum break of 11 hours per day. Work on Sundays and official holidays requires special permission. 71 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 72 W W W.DL APIPER .COM OVERTIME No overtime rate set forth by statute, instead subject to contractual agreement, which is largely regulated by standard contract term provisions. The agreement needs to be fair; any provision incorporating overtime into overall wages needs to be related to a defined amount of overtime. WAGES The statutory minimum wage amounts to EUR 8.50 gross per hour. A few exceptions are made for wages agreed in some collective bargaining agreements (up until December 31, 2017 only) and for arrangements regarding trainees, apprentices and volunteers. VACATION 4 weeks per year plus local public holidays (between 9 – 12 days depending on the state). SICK LEAVE AND PAY Statutory sick leave and pay provisions allow for up to 6 weeks of employer paid sick leave, followed by 72 weeks of sick allowance paid through the public health fund. MATERNITY/PARENTAL LEAVE AND PAY 14 weeks maternity leave fully paid by the employer. Parental leave paid by the state for 12 months (14 months if the other parent takes at least 2 months) with a 67% net payment rate.

Further 24 months of unpaid parental leave possible with full protection of the workplace and right to return to work. DISCRIMINATION Statutory protection against unlawful discrimination and harassment based on: race or ethnical origin, gender, religion or belief, disability, age, or sexual orientation. BENEFITS AND PENSIONS No benefits required above those covered under social insurance contributions. Employers are required to provide all employees with an option to enroll in a deferred salary pension insurance and the administration costs borne by the employer. DATA PRIVACY Covered by the Federal Data Protection Act and EU rules. Processing of personal data generally unlawful except as listed by the Act, a works council agreement or free and individual consent. Appointment of data protection officers required if more than 9 individuals deal with electronically saved personal data.

Special rules apply to data transfer outside the EEA. Significant restrictions on monitoring email and Internet use. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive/Germany’s transfer of business (sec. 613a Civil Code) rules in case of an asset deal or service provision change. Employees shall receive detailed written information prior to the transfer and may object to the transfer within 1 month after receipt thereof. Duty to inform and consult with the works council. Significant restrictions on changing terms and conditions following a transfer.

Any dismissal connected to the transfer would be unfair, dismissals for other reasons are possible. EMPLOYEE REPRESENTATION Works Council: The elected works council plays a major role in everyday life of larger German businesses. By law, employees in every business of at least 5 employees may form a works council at their own initiative. The works council has information, consultation and co-decision rights in the area of hiring, positioning and dismissals, internal organization of the business, restructuring and personal planning, among others.

Employer and works council shall form works agreements to regulate the affairs of the business except working time and remuneration, which is reserved for collective agreements with a trade union. Works councils may not call any industrial action. Co-Determination on Supervisory Board Level: Companies with a regular workforce above 500 employees in Germany establish a supervisory board with 1/3 elected employee representation and a fairly limited scope of duties. If the regular workforce in Germany exceeds 2,000, 1/2 of the members of the supervisory board are elected employee representatives with a fixed list of duties. The chairman of the supervisory board is by law always nominated from the shareholder’s side and has a casting vote, ensuring control by the business owners. Trade Unions: 18% of the German work force are members of a trade union.

Trade unions are prevalent in certain sectors (manufacturing, building, transport and the public sector). Trade unions deal with employer associations or individual employers. Once represented businesses agree on a collective agreement, those are widely used by other businesses as reference.

Formation of collective labor organizations is a constitutional freedom, as is the right to stay away. TERMINATION GROUNDS In a business with up to 10 employees no dismissal protection and termination can generally be for any reason, over 10 employees dismissal protection unless dismissal is justified by compelling operational reasons, conduct related reasons (in particular misconduct) or personal reasons (unable to work due to health or new job requirements). EMPLOYEES SUBJECT TO TERMINATION LAWS Employees with fewer than 6 months’ seniority have no unfair dismissal protection (save in certain circumstances where no seniority is required, including dismissals connected to family/pregnancy rights, works council membership or discrimination). RESTRICTED OR PROHIBITED TERMINATIONS Pregnant employees, mothers during maternity leave, employees on parental leave, works council members, candidates during elections, data protection officer, severely disabled employees. 73 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 74 W W W.DL APIPER .COM THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS The works council, if established, has to be consulted about each termination. Dismissal of disabled employees, employees on maternity or parental leave can be permitted by specific authorities. Collective redundancies require consultation with the works council about a restructuring agreement and a social plan, whereby consent is only mandatory for the social plan; in case of a tie, the employer’s decision on the restructuring plan prevails. MASS LAYOFF RULES Yes, strict information and consultation rules apply where 6 or more employees in a business between 20 – 60 employees are to be made redundant within 30 days, in larger businesses the threshold is 10% or 25 individuals. The employer must file an application with the Federal Employment Agency, failure to do comply will render all notices and agreed terminations invalid. NOTICE 4 week’s statutory notice; after 2 years of employment 1 month effective to the end of a calendar month; with a sliding scale of up to 7 months’ notice after 20 years of service. Not required for terminations for very serious misconduct. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No statutory right to pay in lieu of notice.

As to garden leave, the right depends on contract terms and merits of the case, applying a weighting of interests between both parties. SEVERANCE No statutory severance. A valid dismissal will end the employment without compensation, unless it is part of a collective restructuring covered by a social plan agreed with the works council. Invalid dismissal leads to enforced reinstatement by the labor courts, unless the parties settle the dispute. Settlements are standard, the general formula is between 0.5 and 1.5 monthly salaries per year of service.

There is no maximum threshold on settlements. POST-TERMINATION RESTRAINTS Need to be in writing. Those that protect the employer’s legitimate business interests can be enforced if reasonable. Garden leave is common for senior employees. NON-COMPETES Typically no longer than 6-12 months, with a statutory maximum of 2 years.

Compensation of 50% of the employee’s wages required during the non-compete period. CUSTOMER NON-SOLICITS Permissible in narrow circumstances. EMPLOYEE NON-SOLICITS Permissible only if related to illegal poaching; an agreement not to hire employees from a certain business is not enforceable. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 75 W W W.DL APIPER .COM WAIVERS Enforceable, subject to legal review if, for instance, employees were not given time to consider. REMEDIES DISCRIMINATION Injunction to continue or repeat discriminating actions. Compensation capped at 3 monthly salaries if discrimination related to the recruitment process. Uncapped compensation in all other cases, based on the claimant’s financial loss and injury to feelings. German courts tend to award limited compensation, awards of EUR 30,000 have been seen as extreme exception. UNFAIR DISMISSAL Reinstatement.

Therefore most cases are settled. FAILURE TO INFORM AND CONSULT The works council can bring legal action, which could result in administrative fines of up to EUR 10,000. CRIMINAL SANCTIONS Significant frequent violation of works council information and consultation rights could lead to criminal charges; however, this is rarely the case. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA HONG KONG LEGAL SYSTEM, CURRENCY, LANGUAGE Common Law. The Basic Law of the Hong Kong Special Administrative Region (“HKSAR”) provides that courts of HKSAR may refer to the precedents of other common law jurisdictions when making decisions. Hong Kong dollar (HKD). English and Chinese. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Hong Kong subject to certain business and tax considerations and proper payroll registration. Payment of Hong Kong tax is the employee’s responsibility.

Therefore, Hong Kong employers are not required to withhold tax through the payroll system. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Any data collected as a result of pre-hire checks must be necessary and not excessive. In order to comply with the Personal Data (Privacy) Ordinance (“PD(P)O”), candidates are to be expressly informed of the collection, use and disclosure of any personal data in relation to them by their employer (or prospective employer). Asking a candidate to sign a Personal Information Collection Statement will assist an employer in complying with those obligations.

A candidate can be asked to have a medical examination but this should only be after the employer has made a conditional offer of employment to a selected candidate. If criminal checks are carried out, an employer must be careful not to dismiss, exclude or prejudice against the candidate on the basis of any spent conviction (that is, where a person was previously convicted of an offence for which he or she was not sentenced to imprisonment of more than 3 months or a fine of more than HKD 10,000, and the person has not been convicted of any other offence and he or she has not been convicted for at least 3 years). IMMIGRATION Any person who does not have the right of abode in Hong Kong and who undertakes work of any kind (whether paid or unpaid) must hold a valid employment visa. Processing time is generally 6 to 8 weeks. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. 76 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 77 W W W.DL APIPER .COM INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. AGENCY WORKER Typically agreements between the agency and the end-user will stipulate that the end-user is not the employer, while the agreement between the worker and the agency will stipulate that the worker is self-employed. The placement may be for a fixed term or open-ended. The Employment Ordinance (“EO”) and Employment Agency Regulations regulate employment agencies. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS A prospective employee must be provided with certain information (wages and wage period, any end-of-year payment, and length of notice) prior to commencing employment. There is no requirement to have an employment contract in writing, but if the intention is that the contract operates as a permanent contract (i.e., other than as a contract which renews from month to month) then it should be in writing and signed by both parties. PROBATIONARY PERIODS Permissible.

No statutory limit but 3 to 6 months common. Regardless of what the employment contract states, either party can terminate the employment contract without notice during the first month of the probationary period. POLICIES No mandatory policies. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS The EO applies to every employee engaged under a contract of employment, to an employer of such an employee, and to a contract of employment between such parties. For employees to whom the EO applies, they will be entitled to the basic protections including payment of wages, restrictions on wage deductions, the granting of statutory holidays (albeit not necessarily paid) and employment protection in respect of unlawful dismissal.

Employees who are employed under a continuous contract (i.e., for 18 hours a week for 4 consecutive weeks) (continuous employment) are entitled to further benefits such as rest days, paid annual leave, sickness allowance, paid statutory holidays, maternity leave, paternity leave, severance payments and long service payments. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 78 W W W.DL APIPER .COM WORKING HOURS Currently no restrictions but there is a proposal in Hong Kong to introduce a maximum working week. OVERTIME No obligation to provide pay for overtime worked. WAGES Minimum wage requirements, currently at least HKD30 per hour. VACATION Between 7 and 14 days depending on length of service. In addition, 12 statutory holidays. In addition, banks, educational institutions, governmental departments and many private employers also elect to observe general holidays (rather than the minimum 12 statutory holidays). General holidays are declared to be every Sunday and 17 other days (which include the 12 statutory holidays). SICK LEAVE AND PAY Employees in continuous employment will accrue paid sickness allowance at a rate of 2 paid sickness days for each completed month of service in the first year of employment and 4 paid sickness days for each completed month of service thereafter, up to a maximum accrual of 120 sickness days. Sickness allowance is paid by the employer and payment is only due for sickness days taken by an employee if the employee has taken 4 or more consecutive sickness days off. Once the employee is off for at least 4 sickness days, all of the sickness days are deemed subject to be paid the sickness allowance (including the first 3 days) up to the maximum accrual.

The sick leave must also be supported by a valid medical certificate. Sickness allowance is paid at a daily rate equivalent to 4/5 of the daily average of the wages earned by the employee during the period of 12 months immediately before the sickness day or the first sickness day (as appropriate) (or if the employee has been employed by the employer for a period shorter than 12 months immediately before the sickness day, the shorter period) (daily average wages). MATERNITY/PARENTAL LEAVE AND PAY 10 weeks’ maternity leave. This will be paid at 4/5 of the employee’s average daily wages if the employee has 40 weeks’ continuous employment at the commencement of the maternity leave. Where an employee gives birth later than expected, an employee can also extend the period of maternity leave by the number of days between the expected date of birth and the actual date of birth.

This period is unpaid. Finally, an employee can take a further period of up to 4 weeks, for illness or disability arising out of the pregnancy or childbirth. This period is unpaid and in addition to sickness allowance. The Employment (Amendment) Bill grants 3 days’ paternity leave to male employees who are employed under a continuous contract in Hong Kong in respect of the birth of each child of which he is the father.

The new legislation came into force in January 2015. Provided the employee has 40 weeks’ continuous employment at the commencement of the paternity leave, the leave will be paid at 4/5 of the employee’s average daily wages. For employees without 40 weeks’ continuous employment, the leave is unpaid. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 79 W W W.DL APIPER .COM DISCRIMINATION Characteristics protected from unlawful discrimination, victimization and harassment: sex, pregnancy, marital status, family status (i.e., having the responsibility for the care of an immediate family member), disability and race. BENEFITS AND PENSIONS Subject to certain exemptions (for example, for people from overseas who enter Hong Kong for employment for fewer than 13 months, or who are covered by an overseas retirement scheme), once an employee has been employed for 60 days, the employer is required to enroll the employee into a Mandatory Provident Fund (MPF) scheme. Generally, both the employer and the employee are required to contribute a minimum of 5% of the employee’s “relevant income” up to a capped maximum amount of HKD 1,500. Relevant income includes wages, salaries, leave pay, fee, commission, bonus, gratuity, housing allowance, housing benefits, any perquisite or allowance. It does not include any non-monetary benefits, severance payments or long service payments. DATA PRIVACY The PD(P)O centers around 6 data protection principles (“DPPs”).

Broadly these require that personal data is only collected for a lawful purpose and that only personal data which is necessary and not excessive for that purpose may be collected and that individuals are informed of certain things before data is collected or used (DPP 1); that all reasonably practicable steps need to be taken to ensure that personal data is accurate and that it should only be retained for as long as necessary to fulfill its purpose (DPP 2); that personal data must not, without the prescribed consent of the job applicant or employee, be used for a purpose other than the purpose for which it was collected (DPP 3); that all reasonably practicable steps must be taken to ensure that the personal data is secure and protected against unauthorized or accidental access, processing, erasure or other use (DPP 4); that all reasonably practicable steps must be taken to ensure that an individual can access information about the data user’s policies and practices in relation to the personal data, the kind of personal data about him or her that is being held, and the purposes for which it will be used (DPP 5); and that, with some exceptions, an individual is entitled to request access to all personal data held by a data user and to correct that data if it is inaccurate (DPP 6). There are provisions in the PD(P)O restricting the transfer of personal data outside of Hong Kong but these are not currently in force. RULES IN TRANSACTIONS/BUSINESS TRANSFERS No automatic transfer of employment. This includes an associated company transfer or change of business ownership, or a merger situation where the employment entity will be changed. Therefore, the previous employer will need to terminate the employee’s employment contract and the new employer will need to offer (and the employee accept) employment. If the employee accepts employment with the new employer or unreasonably refuses employment with the new employer in circumstances where the offer of new employment is on the same terms or terms and conditions no less favorable when compared to the terms and conditions with the previous employer, then the previous employer may be able to avoid liability for a severance payment.

There is no duty to consult (either individually or collectively) with employees or employee representatives. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Although Hong Kong residents have the right and freedom to form and join trade unions, the level of employee participation in trade unions is relatively low and Hong Kong enjoys a relatively harmonious climate of industrial relations. Collective bargaining agreements are uncommon. There are no employee representatives or works councils. TERMINATION GROUNDS Termination is permissible on these grounds: the conduct of the employee; the capability or qualifications of the employee for performing work of a kind which he or she was employed by the employer to do; redundancy; illegality or some other substantial reason. EMPLOYEES SUBJECT TO TERMINATION LAWS Employees with more than 2 years’ continuous employment are protected against unreasonable termination (i.e., employee is terminated in order to extinguish or reduce any right, benefit or protection that the employee has under the EO). Presumption of unreasonable termination can only be rebutted by showing that the termination was for one of the permissible grounds. No requirement to show that the termination was “reasonable” or “fair” in the circumstances. RESTRICTED OR PROHIBITED TERMINATIONS Female employees who are pregnant or on statutory maternity leave; any employee who is absent from work on sick leave and is in receipt of sickness allowance; any employee who has suffered a work related injury entitling him or her to compensation under the Employees’ Compensation Ordinance; any employee who is undertaking jury service; any employee who has given evidence under the Factories and Industrial Undertaking Ordinance; and any employee with a spent conviction. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES None. NOTICE Minimum 7 days’ notice after the first month of the probationary period and during subsequent employment. Assuming the notice is specified in the employment agreement, the notice will be the agreed period.

If no notice period is specified, it is presumed to be 1 month. Not required for terminations for serious misconduct (ie gross misconduct or cause). STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE There is a statutory right to make a payment in lieu of notice. Right to place on garden leave depends on the terms of the contract. 80 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SEVERANCE Statutory severance payment payable to redundant employees with 2 years’ or more continuous service. Calculated using a base amount per year of service of 2/3 of the employee’s last full month’s wages (being the monthly average of the wages earned by the employee during the previous 12 months (or such shorter period where the employee has been employed for less than 12 months) or 2/3 of HKD 22,500, whichever is less). Total severance payment is capped at HKD 390,000. Employers are entitled to off-set from the liability to pay a severance payment, any gratuity or retirement scheme payment that has been made to the employee in respect of any years of service for which the severance payment is payable.

For the purposes of a severance payment, there is a statutory presumption that the termination arose by reason of redundancy. This presumption can only be rebutted by an employer proving that the employment was terminated for reasons wholly unrelated to redundancy. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. Garden leave is common for senior employees. NON-COMPETES Typically no longer than 3-6 months. CUSTOMER NON-SOLICITS Permissible in limited circumstances. Typically no longer than 6-12 months. EMPLOYEE NON-SOLICITS Permissible in limited circumstances.

Typically no longer than 6-12 months. WAIVERS Enforceable to waive contractual rights. While an employee can be asked to waive statutory rights, there is some uncertainty as to whether such a waiver would be effective to prevent an employee from subsequently bringing a claim to exercise his or her statutory rights. FAILURE TO INFORM AND CONSULT DISCRIMINATION Uncapped compensation, based on the claimant’s financial loss and injury to feelings compensation of between HKD 7,800 and HKD 390,000 (based on the Vento guidelines in the United Kingdom, which set out the guidelines used by tribunals to decide how much they should award for injuries to feelings). UNFAIR DISMISSAL The EO provides a statutory right to remedies which differ depending on the circumstances in which the unlawful termination took place. In addition to these remedies, an employee is able to claim reinstatement, reengagement or terminal payments.

However, for an order of reinstatement or reengagement to be made, both the employee and employer must agree. Where no order for reinstatement or reengagement has been made, the court or Labor Tribunal may also make an award of compensation (up to HKD 150,000) to the employee if it considers it just and appropriate. 81 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 82 W W W.DL APIPER .COM FAILURE TO INFORM AND CONSULT The court or Labor Tribunal may make an order for reinstatement, reengagement or for termination payments. Failure to inform and consult not applicable. As set out above, both parties must consent for an order of reinstatement or reengagement to be made. CRIMINAL SANCTIONS The provisions of the EO are enforced, first by criminal law sanctions (where the usual penalty is a fine, except for payment of wages offences, which can give rise to a sentence of imprisonment) and secondly by way of extensive civil remedies at the instance of the aggrieved employee. Further, in some instances, liability can be passed to the individual decision makes of the employing company. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA HUNGARY LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Member of the European Union (EU). Hungarian Forint (HUF). Hungarian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP In order to employ employees in Hungary, the employing entity must have an established branch in Hungary.

The employment of employees has to be notified to the tax authority, and is subject to tax payment obligations (social security tax to be paid by the employer: 28.5%, contribution payable by the employee but deducted by the employer: 18.5%). PRE-HIRE CHECKS REQUIRED Immigration compliance is required. Criminal records are also checked in relation to certain occupations, e.g. judges, attorneys, public servants, auditors, etc. PERMISSIBLE Apart from the above, a check of criminal records is only allowed if it provides important information with respect to the given position or work to be carried out. Further checks (eg education, reference) are also permitted but may only be carried out if aiming to obtain important information for the purposes of entering into the employment. IMMIGRATION Nationals of the EEA and Switzerland have the right to work in Hungary without a visa or a work permit. Third country citizens must have residence permit for the purpose of work before starting to work in Hungary. HIRING OPTIONS EMPLOYEE Employment can be established for either an indefinite or for fixed-term; as full-time or part‑time employment. INDEPENDENT CONTRACTOR Independent contractors can be engaged through a company using service contracts on a civil law basis.

There are several criteria which help to decide whether a specific service can be provided by an independent contractor or if an employment relationship must be established. 83 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Employers may enter into crew leasing agreements with temporary workers agencies in order to employ temporary agency workers. The engagement of a temporary agency worker by the same receiving employer is limited to a maximum of 5 years. Equal conditions of work and employment have to be given to employees employed directly by the receiving employer and to temporary agency workers. Equal treatment in respect of remuneration and benefits is required from the 184th day of employment of a temporary agency worker. ANY OTHER EMPLOYMENT OPTION Not applicable. EMPLOYMENT CONTRACTS AND POLICIES REQUIREMENTS Employment contracts must be entered into in writing, and have to contain the base salary and the position of the employee as mandatory elements. It is also recommended to specify the place of work.

The employer and the employee may agree further terms in the employment contract. PROBATIONARY PERIODS Permissible, and commonly used. The statutory limit is 3 months which can be extended up to 6 months by collective agreement. POLICIES An employee must be informed, in writing, within 15 days from the start of employment of, among other information, daily working hours, other components of remuneration, the date of payment of salary, the duration of paid holiday, and detailed duties of the employee (job description) etc. An employer is permitted to set rules in relation to other subjects in its own internal policies if these are properly communicated to staff. THIRD PARTY APPROVAL Approval from a third party is usually not required to enter into an employment contract. In special cases, eg for non-EU citizens specific permits may be required. LANGUAGE REQUIREMENTS The employment contract is only valid if the contracting parties understand the language it is written in. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All employees are entitled to minimum employment rights. 84 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 85 W W W.DL APIPER .COM WORKING HOURS Normal working time for full-time employees is 8 hours per day. The parties may stipulate shorter, or in specific cases (eg stand-by duty or those working in a family business) longer, working hours for full time employment. Rules apply in relation to rest breaks and rest periods between working days. OVERTIME The maximum overtime limit is 250 hours annually, or 300 hours where provided by collective agreement. Any overtime worked must also not breach the daily/weekly maximum working time which (including overtime) on a specific working day must not exceed 12 hours and must not exceed 48 hours per working week. An employee is entitled to a wage supplement for overtime, which is 50% of base salary in case of overtime above the regular daily working time.

A wage supplement must also be paid in return for any “extraordinary” work completed on weekly rest days or public holidays (50% plus a day off or 100%). WAGES The mandatory minimum wage is HUF 105,000 from January 1, 2015. A higher minimum wage, the so called ‘guaranteed wage minimum’ of HUF 122,000 applies to jobs requiring higher education (eg a secondary school or vocational training). VACATION The amount of the paid basic holiday is 20 days per year which is increased according to the age of the employee, up to 30 days for employees over 45 years of age. Also special holiday entitlements apply (eg for employees with children etc.). SICK LEAVE AND PAY Employees are entitled to fifteen days of sick leave per year during which they receive 70% of their salary by way of an “absence fee” which is entirely to be borne by the employer. After the first 15 days of sick leave in a calendar year, the social security takes over payment of sick pay, however, 1/3 of the cost is borne by the employer. MATERNITY/PARENTAL LEAVE AND PAY Maternity leave is 24 weeks during the pregnancy period and after giving birth.

Leave should be scheduled by the employer so that a maximum of four weeks’ leave is taken before the planned date of childbirth. If eligible, employees receive 70% of their average salary for this period which is covered by the social security system. A father is entitled to five days off within the two month period following the date of the child’s birth. Employees are entitled to parental leave without pay until the child reaches the age of three in order to care for the child at home (longer for disabled or sick children). During this period, the employee receives child care pay from the social security system amounting to 70% of average salary until the child reaches two years of age, and the minimum amount of old age pension after the 2nd birthday of the child until it reaches the age of three years. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DISCRIMINATION Direct and indirect discrimination, victimization, unlawful segregation and harassment are prohibited. Employers are forbidden to discriminate against employees on grounds of sex, race, colour, nationality, national or ethnic origin, mother tongue, disability, health status, religion or belief, political or other opinion, marital status, sexual orientation, age, or any other circumstances which are not connected to work. The principle of equal treatment is not violated if the differences applied are based on a difference in the nature, the quality or the quantity of the work, the difference in working conditions, required training, experience, responsibility or based on differences in the labor market conditions. BENEFITS AND PENSIONS The benefits offered to an employee will usually depend on their seniority within the organisation. At manager or director level employees are likely to be offered company car and/or mobile telephone, etc. It is usual to provide employees with a range of optional fringe benefits (eg contribution to a pension/health care fund, contribution to travel expenses, food vouchers, vouchers for holiday etc) on the basis of the respective Fringe Benefit Policy. Commonly, up to a pre-defined maximum amount, employees can select from among the options offered in line with their own preferences. The Hungarian pension system consists of two pillars: (i) the state pillar is the social security pension scheme; and (ii) the private pillars which might be a privately managed pension scheme with voluntary contributions; a pension advance-saving account kept by a bank; or an employer’s pension scheme (which are non-existent in practice). DATA PRIVACY Employers must balance their need to obtain, use, store and disclose information for effective management and business purposes with their employees’ right to privacy. The law distinguishes between ‘personal data’ and ‘sensitive personal data’. Special rules apply for the transfer of personal data within and outside of the EEA.

The National Authority for Data Protection and Freedom of Information is responsible for ensuring compliance and enforcing data protection. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Where there is the transfer of a business, there will be an automatic transfer of the employment relationships, existing at the time of the transfer. The entire employment relationship, with all rights and obligations, will transfer. Duties to inform the authorities and to inform and consult with the works council exist. Any dismissal based purely on the fact of the transfer will be unfair and unlawful. These rules do not apply to share deals or to a business transfer when the transferor is subject to a liquidation (insolvency) procedure. 86 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Employees are entitled to establish trade unions within the work organisation. A works council may be elected where an employer employs more than 50 employees. If the number of employees exceeds 15 but does not reach 51, then a works council representative may be elected. TERMINATION GROUNDS Termination by notice is possible in cases of indefinite term employment. In case of fixed-term employment, termination by notice is less common. For indefinite term employment, dismissal in only permitted for a reason connected with (i) the employee’s performance or (ii) the employee’s behaviour relating to the employment, or (iii) the operations of the employer. For fixed-term employment, the employer may only terminate the employment by notice (i) during a liquidation or bankruptcy procedure; (ii) for reasons relating to an employee’s performance; or (iii) if maintaining the employment is no longer possible due to an unavoidable external reason. In the event of a dispute, the employer is obliged to prove that the reason for dismissal is fair, true and reasonable. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees are protected against unfair and unlawful termination of employment. PROHIBITED OR RESTRICTED TERMINATIONS For some special groups of employees further termination restrictions apply, thus the employer may not terminate employment by notice during pregnancy, maternity leave, a leave of absence taken without pay to care for a child, during military service, and in the case of women, while participating in human fertilization procedure.

Termination of employment by mutual agreement is permitted during these periods. THIRD PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES The dismissal of a certain larger number of employees due to a change in the employer’s operation constitutes a mass layoff, and is subject to special information and consultation rules. NOTICE In case of dismissal with notice the employment relationship is terminated at the end of a notice period which will be a minimum of thirty days and a maximum of six months depending on length of service or in line with parties’ agreement. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Not applicable. 87 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 88 W W W.DL APIPER .COM SEVERANCE Employees are entitled to a severance payment if their employment is terminated on notice by the employer by operational reason. The amount of severance pay is a minimum of one month’s and a maximum of six months’ “absence fee”, depending on length of service. The employment contract may stipulate higher amount of severance. POST-TERMINATION RESTRAINTS Post termination restraints are common in Hungary for employees in senior positions in order to protect the employer’s economic interests for a period post termination. Such restraints should always be tailored to individual employees. NON-COMPETES Permissible for up to two years, if specifically included in the parties’ agreement, if reasonable in geographical reach and scope, and if the employer pays a sufficient amount of compensation in exchange which, for restraints entered into after July 1, 2012, must be at least one-third of the employee’s salary. CUSTOMER NON-SOLICITS Permissible, if included in the parties’ agreement.

Compensation is payable but as separate compensation is not required for each different type of covenant, compensation for a non-compete will also cover a customer covenant. EMPLOYEE NON-SOLICITS Permissible, if included in the parties’ agreement. Compensation is payable but as separate compensation is not required for each different type of covenant, compensation for a non-compete will also cover an employee covenant. WAIVERS Enforceable, if expressed in a written agreement. Waivers cannot be broadly interpreted. REMEDIES DISCRIMINATION The Equal Treatment Authority is entitled to decide if there has been a violation of law, may prohibit the violating behaviour and also impose a fine on the employer, the maximum amount of which is HUF 6,000,000 by the law. Individual lawsuits can also be brought, where the court is entitled to award compensation for pecuniary and non-pecuniary damages. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 89 W W W.DL APIPER .COM UNFAIR DISMISSAL Where the court decides that a termination is unlawful, the employer must pay the employee compensation for damages. Lost salary will form part of the damages, subject to a maximum of 12 months “absence fee”. Any amount earned by the employee during the period after the termination has to be deducted. Reinstatement is also possible but in specific cases only, if the breach is considered to be serious (eg violation of termination protection). FAILURE TO INFORM AND CONSULT In case of failure to inform and consult in connection with a mass layoff or the transfer of a business, the action taken may be considered unlawful, thus carrying a risk of invalidity or a legal dispute. Also the labor authorities may impose sanctions, including a labor fine. CRIMINAL SANCTIONS Not applicable. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDIA LEGAL SYSTEM, CURRENCY, LANGUAGE India uses a common law legal system except in the state of Goa which has a civil code. Indian Rupee (INR). India is a multi-linguistic country with many languages and dialects across the country. The official languages of the Union Government are Hindi and English. Individual states are able to set their own official language. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company without local registration cannot directly engage employees in India.

Employers can be formed as sole proprietorship, or as a partnership or an incorporated entity. Offshore entities who wish to carry on business in India either set up subsidiaries or joint venture companies in partnership with other local or offshore entities, or with the approval of Reserve Bank of India set up liaison office, branch office or project office. Also, proper payroll needs to be set up to make withholdings and deductions. Both central and state labor laws impose various procedural requirements on employers, such as obtaining registration, maintenance of registers and records (including muster rolls for employees who present themselves for work), display of notices and filing of returns which are to be available for inspection by inspectors/appropriate government authorities. PRE-HIRE CHECKS REQUIRED: There is no statutory requirement on an employer to carry out pre-hire background checks. However, the visa stamp/sticker in the employee’s passport will include the name of the employer, and the employer will be required to provide an undertaking to the Foreigners Regional Registration Office (“FRRO”) on behalf of the employee to register the employee with the FRRO.

Therefore, it is advisable for the employer to undertake a basic immigration check at a minimum. It is also common for employers to also verify the professional and educational qualifications of the candidate. PERMISSIBLE: Background checks for applicants can be conducted as long as they comply with the fundamental right to privacy, which means that applicant/employee consent should be obtained. Establishments usually have a pre-hire background checks policy in place for new hires.

Background screening is generally done for education qualification verification, previous employment status, address verification, criminal background verification, reference verification, and applicable database verification. IMMIGRATION The Government of India issues various types of visas for expatriates (foreigners) visiting India. A person who is not an Indian citizen who wishes to undertake any work in India must obtain a valid visa. There are 2 key work related visas: (i) Business Visa designated as ‘B’ Visa; and 90 W W W.DL APIPER .COM (ii) Employment Visa designated as ‘E’ Visa. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA The duration of such visas depends on the purpose of the visit and is granted at the discretion of the Government. Business visas are usually granted to foreigners coming to India on shorts visits for trainings, business meetings etc. Employment visas are granted to foreigners desiring to come to India for the purpose of employment. If the stay in India will be for more than 180 days, the visa holder must register with the Foreigners Regional Registration Offices (FRRO) or the Foreigners Registration Offices (FRO) within 14 days of arrival. HIRING OPTIONS EMPLOYEE 2 categories of employees: workmen and non-workmen. A workman, as defined under the Industrial Disputes Act, 1947 (“ID Act”), is any person employed in any industry to do any manual, unskilled, skilled, technical, operational, clerical or supervisory work for hire or reward.

Those mainly employed in a managerial or administrative capacity, or those employed in a supervisory capacity (and earning more than INR 10,000 per month) and sales employees employed in certain notified industries such as the pharmaceutical industry are non-workmen. Whether an employee is a workman or a non-workman is a matter of fact which can be determined on the basis of nature of duties of the employee and the job description. If the employee is a workman, the employer will have to comply with certain labor and industrial laws, such as the ID Act. If the employee is a non-workman, the terms and conditions of his/her employment are primarily governed by his/her contract of employment with the employer.

However, in some circumstances, employees (both workman and non-workmen) may still be governed by the state specific shops and establishment legislation (“S&E Acts”), which apply to most companies engaged in commercial activity. Employment can be indefinite, for a temporary term, full-time or part-time. Legislation has established various Employment Exchanges which public establishments and certain private establishments must notify of any vacancy before a post is filled. No employer is, however, obliged to recruit any person through the Exchanges. Recruitment may also be conducted through recruitment agencies, labor contractors, advertisements in newspapers and on site recruitment at the establishment. INDEPENDENT CONTRACTOR Independent contractors can be engaged.

A person is an independent contractor, when a company designates the deliverables sought, and the person is free to carry out the work in the manner he/ she deems fit, as long as the timelines and the quality of deliverables are met. Establishments tend to engage independent contractors/consultants especially for activities where professional expertise is required for the business. Some employers also engage contractors to augment their workforce. However, if in reality the nature of the working relationship is one of employment there is a risk of misclassification.

If misclassified, such ‘contractors’ will be entitled to the same employment benefits as the regular workforce. AGENCY WORKER The practice of employing agency workers or contract labor is prevalent to varying degrees in almost all industries and services. It is more prevalent in labor intensive sectors such as manufacturing, mining and construction industries. 91 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA Legislation regulates the employment of labor through intermediary contractors; regulates the manner of their deployment (including obtaining requisite registration certificates and licenses); and empowers the appropriate government to abolish such arrangements in certain circumstances. The intermediary agency is liable to provide amenities and pay wages to its employees deployed at the client’s (referred to as the principal employer) workplace and if it fails to do so, the principal employer is responsible but can recover its costs from the intermediary agency. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS No requirement for a formal written contract of employment, although generally, employers enter into written employment agreements. Some State specific S&E Acts provide a template employment agreement for employers to use. The Industrial Employment (Standing Orders) Act applies to employees classified as ‘workmen’ and regulates the terms of the contract to ensure uniformity and protection for that class of employee. In the event of any change in certain conditions of service of workmen (such as wages, working hours) which is prejudicial to them, the employer is required to give 21 days’ notice (or more depending on the State where the workmen are located) before implementing the change. A collective agreement is an understanding between trade unions, who represent the interest of the workmen, and employers. Under IDA it is unfair for a recognised trade union or the employer to refuse to bargain collectively in good faith with the other party. PROBATIONARY PERIODS The duration of any trial or probationary period is determined by the contract of employment or the model standing orders.

Typically, a trial or probation period will be for 3 months but may be extended by the employer if it is not satisfied with the progress of the employee. It is usually easier to terminate the service of a probationer as he/she does not enjoy all the statutory protection from retrenchment accorded to workmen. POLICIES Policies are optional and may be amended without employee consent, if drafted appropriately. However, for workmen employees, certain terms and conditions of service can only be modified after giving 21 days’ notice. In addition to employment contracts, an employer will usually have various policies that govern its employees’ various rights and obligations, for example leave policies. THIRD-PARTY APPROVAL No approvals are required for entering into contracts with employees, with the exception of the Standing Orders, which must be certified by the labor department. LANGUAGE REQUIREMENTS The contract must be in a language understood by both contracting parties. If understood, contracts are generally in English. 92 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 93 W W W.DL APIPER .COM MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Depends on the category of employee and other factors, including remuneration, location of employee and type of industry. However, pursuant to various labor statutes that govern the workforce, an employee will at a minimum be entitled to minimum wages as framed by relevant State government. Additionally, employees will be entitled to a statutory bonus, provident fund contributions, insurance coverage, maternity benefits and severance dues, if he/she meets the eligibility norms as set out under these statutes. WORKING HOURS Working hours are governed by a variety of statutes depending on the nature of the activity undertaken by the establishment and the location of the establishment Working hours are governed either by the Factories Act, 1948 or the relevant State specific S&E Act, depending on the nature of the activity undertaken by the establishment. For example, if the establishment is a factory, the Factories Act applies, and if the establishment is involved in a commercial activity, then the local S&E Act applicable in the region in which the establishment is located will apply.

Generally, these statutes provide for working hour limits both on a daily and weekly basis. The normal daily hour limits range from between eight to nine hours, and the usual weekly limit is 48 hours. Under the Factories Act, the daily limit cannot be exceeded without the prior permission of the authorities.

Under the local S&E Act, the normal working hour limits can only be exceeded up to certain prescribed limits. Some local S&E Acts exempt certain categories of employees (such as managerial employees) or certain establishments (such as establishments involved in information technology) from all or some of the provisions of the statute. OVERTIME If employees are required to work more than the prescribed minimum working hours, they are normally required to be paid at a prescribed overtime rate. Overtime wages are generally calculated at the rate of twice the employee’s ordinary rate of pay. WAGES India follows the standard of a ‘minimum wage’ as opposed to living wage. State government under the Minimum Wages Act, 1948 fixes minimum wages for time work, piece work and overtime work. The minimum wage to which an employee is entitled will be dictated by a variety of factors, including the: (i) nature of employment; (ii) the industry in which the employee works; and (iii) the geographic location where the employee works. The Payment of Wages Act, 1936 provides that wages should be paid at intervals of no longer than a month.

Consequently, it is the duty of every employer to ensure that wages are paid to its employees on a monthly basis, the prescribed registers are maintained and that the prescribed notices are displayed on the premises. The Act also regulates the scope and extent of deductions an employer may make from wages. This Act is currently applicable to employees whose monthly wages do not exceed INR 18,000.

Some local S&E Acts provide for similar restrictions in relation to permissible deductions that may be made from wages. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA VACATION, HOLIDAYS AND TIME OFF Generally, all employees are entitled to a weekly day off. Leave entitlement is generally covered by the employment contract. However, where the employer is involved in a commercial activity, the local S&E Acts will apply and these determine the minimum thresholds concerning holiday entitlement. The thresholds usually range from 12 to 21 days’ holiday per year. Further, the Factories Act, 1948 provides that every adult worker who has worked in a factory for at least 240 days in a calendar year is entitled to one day’s leave with wages for every 20 days of work. SICK LEAVE AND PAY Sick leave varies from State to State. Certain local S&E Acts contain provisions concerning sick leave and casual leave (which generally ranges from 12 to 24 days).

Also, the Standing Orders Act, if applicable, may contain sick leave requirements. Generally, an employee is entitled to the most beneficial leave entitlement provisions that are provided under the Standing Orders Act or S&E Act or the employer’s service rules. MATERNITY/PARENTAL LEAVE AND PAY Indian law provides for maternity and associated leave for female employees. The law does not provide for paternity or parental leave for male employees and such leave, if provided, would be in accordance with any contractual arrangement entered into with the employer. Maternity leave is governed by the Maternity Benefit Act, 1961 (“MBA”) and Employees’ State Insurance Act, 1948 (“ESI Act”).

The ESI Act currently applies to employees whose monthly salary does not exceed INR 15,000; employees who are not covered by the ESI Act receive their maternity benefits in accordance with the MBA. Under the MBA, the employee is entitled to maternity leave of 12 weeks, of which not more than 6 weeks can precede the date of her delivery. A pregnant woman suffering from an illness arising out of pregnancy, delivery, premature birth of child, miscarriage, medical termination of pregnancy or tubectomy operation is entitled to leave with payment of maternity benefit for an additional period of one month. A female employee is also entitled to leave with maternity benefit for an additional six weeks in the case of miscarriage or medical termination of the pregnancy, and for two weeks with payment of maternity leave for a tubectomy operation. The MBA also provides for nursing breaks and a medical bonus of INR 3500 to the employee where the employer does not provide for post-natal confinement and post natal-care. DISCRIMINATION The right to equality is a fundamental right under the Indian Constitution and State institutions are expressly prohibited from discriminating on the basis of sex, caste, religion, race and place of birth. Although these provisions do not strictly apply to employment in the private sector, employers in the private sector are bound by the Equal Remuneration Act, 1976. This guarantees equal pay to employees performing the same work, or work of similar nature regardless of gender. It prohibits discrimination against women in the context of recruitment, promotion, training and transfer. 94 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA The Sexual Harassment of Women at Workplace Act, 2013 (“POSH Act”) also protects and provides a means of redress for women who suffer from sexual harassment at work. The POSH Act has wide application as the definition of ‘workplace’ covers both public and private establishments and it covers regular, ad-hoc or temporary employees, either employed directly or through an agent. The Act requires all offices, hospitals, institutions and other workplaces to have an internal mechanism for addressing complaints related to sexual harassment including providing for settlement by way of conciliation. The employer has to have an internal complaints committee look into complaints, hold an inquiry and submit a report.

The District Officer can establish a local complaints committee for establishments who do not have internal complaints committee due to having less than ten workers or when the complaint is against the employer. The employer is also prohibited from committing any unfair trade practises listed in the IDA including discriminating against workmen. BENEFITS AND PENSIONS Benefits: Benefits will depend on a number of factors such as the size of the employer, the industry and the employee’s length of service including: (i)  Payment of Gratuity Act, 1972 provides for a lump sum amount payable on termination of employment after 5 years of service. In case of termination due to death or disablement, the employee will be entitled to the lump sum amount irrespective of length of service. The rate of gratuity payable is calculated at the rate of 15 days’ wages for every completed year of service or part thereof in excess of 6 months and is currently is capped at INR 1,000,000. (ii)  ealth benefits: The ESI Act provides for comprehensive medical care to eligible employees H and their families.

It also provides for cash benefits during sickness and maternity and monthly payments in case of death or disablement. (iii)  mployees Compensation Act, 1923 provides for the payment of compensation to an employee or E his family in cases of employment related injuries, death and temporary or permanent disability. Pensions: Pension/s in India can be divided into three categories: (i) Government pensions covering government employees); (ii) schemes governed by Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”); and (iii) voluntary pensions. It is mandatory for every Indian employee drawing a monthly salary capped at INR 15,000 per month to be enrolled under Employment Provident Fund Scheme (EPFS) and in case of expatriate workers, they mandatorily have to be enrolled under the EPFS irrespective of their salary. DATA PRIVACY Employee Records and Employee Access to Data: The Information Technology Act, 2000 covers data protection and violation of personal privacy. This statute safeguards against certain breaches in relation to data from computer systems, prevents unauthorised use of computers and creates liability for damage suffered in the event of unauthorised access, downloading, extraction and copying of data from a computer system/network. It stipulates the penalty for breaches of confidentiality and privacy. 95 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA The storage, management and handling of sensitive personal data or information belonging to persons located in India is regulated by the Sensitive Information Rules enacted under the Information Technology Act, 2000. Sensitive personal data or information is defined under the Sensitive Information Rules to include passwords, financial information, physical, psychological and mental health conditions, sexual orientation, medical records and history, biometric information. Any body corporate receiving any of the above types of information as a result of either using the services of an individual or employing an individual must comply with the Sensitive Information Rules regarding processing and storing that information. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Indian employment law does not provide for the automatic transfer of employees. IDA provides that upon transfer of the ownership or management of an undertaking every “workman” who has been in continuous service in any industry for at least one year (i.e. 240 days) will be deemed to have been retrenched (i.e.

terminated) and will be entitled to retrenchment compensation (equivalent to 15 days’ average pay for every completed year of continuous service or any part thereof in excess of 6 months) and to receive one month’s notice or wages in lieu thereof, unless the following applies: • the employee consents to their employment being transferred to the transferee; and •  transferee agrees to provide the employee with continuity of service on terms no less the favourable than those which applied prior to the transfer. On and from the date of transfer, the transferee steps into the shoes of the transferor and becomes responsible for liabilities and obligations relating to such workmen including central and state taxes, provident fund contribution, gratuity, accident compensation, employee state insurance contribution. With respect to liabilities prior to the date of transfer, the transferor and transferee both shall, in accordance with ESI Act and EPF Act, be jointly and severally liable to make provident fund and insurance contributions in respect of the period up to the date of the transfer, provided the liability of the transferee is restricted to an amount equivalent to the value of the assets obtained by way of the transfer. With respect to employees other than workmen, they will usually resign from their service and will be reappointed by the transferee unless they do not wish to transfer. In the event the transferee agrees to provide continuity of service, that continuity will then be reflected in the employment contract. EMPLOYEE REPRESENTATION In India, the right to form a trade union flows from the fundamental right to freedom of association in the Constitution. Seven or more persons may form a union and apply to have the union registered.

Indian trade unions are conferred the same status as a body corporate and enjoy perpetual succession and have a common seal; they may sue and be sued in their name. IDA renders both employers and trades unions liable for penal sanctions in the event they engage in unfair labor practices. A collective agreement is an understanding between workmen represented by their trade unions and employers. Under the IDA it is unfair for a recognised trade union and employer to refuse to bargain collectively in good faith with the other party. 96 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS Dismissals should be for “reasonable cause” – e.g., redundancy, poor performance, continued ill health, etc especially in certain States where the local S&E Act stipulates such a requirement. Otherwise, employees may be dismissed for misconduct (or ‘for cause’). For workmen, the IDA defines “retrenchment” as the termination by the employer of the service of a workman for any reason whatsoever, other than as a punishment inflicted by way of disciplinary action. However, “retrenchment” does not include voluntary retirement, reaching the stipulated superannuation age, non-renewal of a contract on expiry of its term, termination arising under such fixed-term contracts, or termination of service on the ground of an employee’s continued ill health. An employer may for economic reasons reduce the number of its workmen, provided the process as stipulated in the IDA is followed. The process to be followed will depend on whether the workmen to be retrenched have at least one year’s (i.e.

240 days) continuous employment and are: (a)  mployed in: (i) factories/mines/plantations with less than 100 employees and (ii) other e establishments; or (b)  mployed in factories/mines/plantations where the number of workmen employed in the e last year is 100 or more. For the ‘non-workmen’ category of employees: Their services may be terminated in the manner provided in their employment contracts and subject to complying with the provisions of the relevant S&E Act of the State. EMPLOYEES SUBJECT TO TERMINATION LAWS Where an employer plans to retrench a workman who has been in continuous service for at least one year (i.e. 240 days) and who is employed in: (i) factories/mines/plantations with less than 100 employees; or (ii) other establishments, prescribed steps must be taken: (i)  where the workman belongs to a particular category of workmen, in the absence of any agreement otherwise, the employer shall ordinarily retrench the workman who was the last person to be employed in that category. If the employer retrenches any other workman it must record the reason for doing so (“Last in First Out Rule”); (ii)  he workman must be given the requisite period of notice or payment in lieu of notice; t (iii)  etrenchment compensation must be paid to the workman); and r (iv)  otice in the prescribed manner must be served upon the appropriate government authority. n Where an employer plans to retrench a workman who has been in continuous service for at least one year (i.e., 240 days) in factories/mines/plantation where the number of workmen employed in the last year is 100 or more, the following steps should be taken: (i) the Last in First Out Rule has to be followed before retrenching the service of a workman; (ii) the workman must be given the requisite period of notice or payment in lieu of notice; (iii) prior permission of the appropriate government authority must been obtained (see below); and (iv) retrenchment compensation must be paid to the workman. 97 W W W.DL APIPER .COM For ‘non-workmen’, the steps which the employer must take will be as stated in the employment contract and the provisions of the relevant S&E Act of the State. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 98 W W W.DL APIPER .COM RESTRICTED OR PROHIBITED TERMINATIONS The level of protection granted to workmen in relation to the termination of their employment is higher where they are employed in factories/mines/plantations where the number of workmen employed in the last year is 100 or more. The IDA prohibits termination of certain categories of workmen while a dispute is pending between them and their employer except with the approval of a designated authority. Under MBA it is unlawful for an employer to discharge or dismiss a female employee while they are on statutory leave. Similar protection is provided under ESI Act to employees who earn a monthly salary not exceeding IRS 15,000 and who may be in receipt of certain statutory medical benefits provided under ESI Act. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Where an employer plans to retrench a workman who has been in continuous service where the number of workmen employed in the last year is 100 or more, prior permission of the appropriate government authority must been obtained by the employer.

The appropriate government authority, after making enquiries with the parties and considering the genuineness and adequacy of the relevant factors, will make an order either granting or refusing to grant permission. The order of the appropriate government authority is final and binding on all parties and remains in force for one year. MASS LAYOFF RULES The retrenchment procedure described above will equally apply to mass terminations. NOTICE Notice is required to be given prior to termination. The notice period may vary from state to state but it is normally 1 month for ordinary dismissal, unless the employment contract provides for a longer notice period. Where: (i) an employer plans to retrench a workman who is employed in factories/mines/plantations with less than 100 employees; or (ii) other establishments, the employee is entitled to receive one month’s notice or payment in lieu of such notice period.

Where an employer plans to retrench a workman who is employed in factories/mines/plantations where the number of workmen employed in the last year is 100 or more, the employee is entitled to receive three months’ notice or payment in lieu of such notice period. In both cases, the notice of termination must be in writing and must indicate the reason for retrenchment. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Employers may make a payment in lieu of notice. The right of workmen to receive retrenchment compensation is based on their length of service as on their last working day (irrespective of whether the termination is with immediate effect or after the employee has been asked to serve the notice period). Garden leave is possible, though there is little case law to suggest how it will be enforced by the courts.

It is preferable to include a specific garden leave in the contract of employment and company policy. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 99 W W W.DL APIPER .COM SEVERANCE In case of a termination due to redundancy, employers are required to pay retrenchment compensation. Severance or retrenchment compensation equal to 15 days’ average pay for every completed year of continuous service or part thereof in excess of six months must be paid to a workman on termination of employment. In addition, the employer must pay certain termination benefits to employees who are dismissed, including: leave encashment; gratuity payment (for employees, whether workmen or not, with 5 years or more of seniority); payment in lieu of notice (if no notice is given); and any other amounts due under the employment contract. Employees who are being terminated on account of misconduct will not be entitled to notice pay or retrenchment compensation. POST-TERMINATION RESTRAINTS NON-COMPETES The Indian Contract Act 1872 provides that every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind, is void. Therefore, non-competition clauses which operate during the course of employment are generally not regarded as restraint of trade.

However, post-termination non-competition clauses are void and unenforceable. CUSTOMER NON-SOLICITS Possibly enforceable. With post-termination non-dealing/non-solicit provisions, it can be argued that a restriction on activities with customers is a restraint of trade, if by complying the former employee is prejudicially affected from carrying out any trade. Whether such a clause is enforceable or not is, therefore, dependant on the facts of the case. Non-solicitation provisions, even if they are upheld, generally only entitle the employer to damages and it is highly uncommon for an Indian Court to grant an injunction preventing the customer from taking his/her business elsewhere.

At best, a claim for damages may succeed against the employee for breach of their contractual agreement if the employer can show that the enforcement of the provision is essential to protect its confidential information as well as that the provision does not prejudice the former employee’s ability to carry on a business/trade and therefore is not in restraint of trade. EMPLOYEE NON-SOLICITS Non-solicitation provisions in relation to other employees can be enforced against a former employee but the courts will not generally grant injunctive relief restraining the employees who are being solicited from leaving the Company. WAIVERS The doctrine of waiver is recognized in Indian Contract Law. A waiver must amount to an unambiguous representation arising as the result of a positive and intentional act done by the party granting the concession with knowledge of all the material circumstances. Though any waiver against statutory entitlements given by an employee is unlikely to be enforceable, a generic waiver of contractual rights may be enforced. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 100 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Complaints against unfair labor practices under IDA on grounds of discrimination may be filed by a workman or a trade union before the Labor courts. Damages for wrongful dismissal will be assessed in accordance with what the employee would have received if the contract had been properly terminated on its terms. Complaints of sexual harassment under POSH Act may be filed by the victim with the internal complaints committee (if against another employee) or the local complaints committee (if against the employer). The victim of sexual harassment may directly file a complaint with the police station having jurisdiction or under the Indian Penal Code before the criminal courts. UNFAIR DISMISSAL Complaints of unfair dismissal are filed before the Labor courts/tribunals. The courts can grant an employee reinstatement with full back wages with continuity in service, or reinstatement without back wages, or only back wages without reinstatement, or only monetary compensation and consequential benefits. FAILURE TO INFORM AND CONSULT The IDA stipulates that an employer who proposes to effect any change in its conditions of service including wages, compensatory and other allowances, hours of work, or any rationalisation, standardisation or improvement of plant or technique which is likely to lead to retrenchment of workmen; may not effect such a change without giving those workmen likely to be affected 21 days’ notice.

In some States the period of notice required is longer and no notice is required where the change is effected in pursuance of a settlement or award. Notice of change is required only where the change in the terms of service is to the detriment of the workman. Any failure on the part of the employer to adhere to this notice process will render any such change void. CRIMINAL SANCTIONS Sanctions for violating labor statutes include both imprisonment and fine.

The extent of such penal provisions will depend on the statute and the nature of the breach. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDONESIA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law system, Indonesian Rupiah (IDR), Bahasa Indonesian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company cannot directly engage employees in Indonesia without having a presence there, for example a corporate or tax presence. A “tax presence” requires there to be a permanent establishment (as defined in the relevant legislation) in Indonesia and will commonly take the form of a representative office. An employer must set up payroll in Indonesia and make withholdings for income taxes and social charges under the National Social Security (Sistem Jaminan Sosial Nasional or “SJSN”) program. PRE-HIRE CHECKS REQUIRED Indonesian legislation is silent on pre-hire checks. As such, there are no requirements or prohibitions on background checks on applicants. PERMISSIBLE Yes. IMMIGRATION All expatriates coming to Indonesia will need a visa and those working in the country will also need a work permit. Fines and imprisonment may be imposed on those who breach immigration requirements. HIRING OPTIONS EMPLOYEE Law No 13 of 2003 (“Manpower Law”) divides employees into 2 categories: Definite-term Employees: employees under a definite or fixed-term employment agreement.

Also known as “contract workers”. May perform: work to be performed and completed at once or work which is temporary; work the completion of which is estimated to be accomplished within a period of time (in practice, not longer than 3 years); seasonal work; work that is related to a new product, new activity or additional product which is still in the experimental stage or try out process. Indefinite-term Employees: employees who do not fall into the category of definite-term employees. Also known as “permanent workers”. Employees can be engaged on a full-time or part-time basis. 101 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Can be engaged but should not be provided with fees or benefits which could be deemed as salary or employment benefits as they may be deemed to be employees. Not separately regulated but will fall under general contract law. AGENCY WORKER Outsourcing of labor or business services is subject to significant regulatory restrictions and requirements which, if not met, may mean that the agency worker becomes an employee of the outsourcing user. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Fixed-term agreements (i.e., those for definite-term employees) must be made in writing and registered with the Ministry of Manpower and Transmigration. Employment agreements of indefinite term can be made either orally or in writing. Both must contain certain required provisions. PROBATIONARY PERIODS Any employment relationship that includes a probationary period must be documented in writing, and the probationary period cannot be longer than a single period of 3 months.

A fixed-term employment contract cannot contain a probationary period. POLICIES No mandatory policies, but the following clauses and policies are recommended: gifts and favors policies for compliance with anti-bribery rules; policy on conflicts of interest with external parties; policies on electronic communications, email/Internet abuse and software copyright; policy on code of conduct; policy on data privacy and changes in personal data; clause in contemplation of natural disaster; political activities; clause on rotation and relocation (mutasi); clause on demotion; clause on suspension (without termination); clause on personal leave. THIRD-PARTY APPROVAL Subject to the Employment Contracts section above, there is generally no requirement to lodge employment contracts or policies with, or get approval from, any third-party. LANGUAGE REQUIREMENTS Written agreements must be in the Indonesian language using the Latin alphabet. Dual language contracts can be prepared, but the Indonesian language contract will prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All (with certain exceptions in respect of expatriate employees). WORKING HOURS 7 hours a day or 40 hours a week limit (in a 6-day week); or 8 hours a day or 40 hours a week (in a 5-day week). 102 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 103 W W W.DL APIPER .COM OVERTIME An employer who employs workers in excess of the standard work hours is obliged to pay overtime (with limited exceptions). Under current regulations, an employer is not obliged to pay overtime to those in certain positions of responsibility. The overtime payment rate is dependent on how many hours are worked overtime and the timing of such overtime work, Normally the overtime rate per hour is 1/173 of monthly salary. The maximum overtime is 3 hours per day and 14 hours per week. WAGES No national minimum wage.

Provinces settle their own minimum wage every year. The minimum wage is intended to cover employees working a 40 hour week in the formal sector (that is, any job sector or industry that is recognized, monitored and regulated by the government). VACATION Minimum of 12 days of paid vacation per year after 1 year (12 months) of uninterrupted service. SICK LEAVE AND PAY Paid sick leave in the case of illness or injury evidenced by a medical certificate or statement. Sickness pay is paid by the employer. The employee will receive 100% of his salary for the first 4 months; the percentage of pay decreases thereafter.

If the sickness continues after 12 months then the employee may be terminated with severance payment. Female employees are also entitled to 2 days of menstrual leave during the first and second day of menstruation. MATERNITY/PARENTAL LEAVE AND PAY Pregnant employees are entitled to take 3 months’ fully-paid maternity leave, of which 1.5 months is to be taken in the pre-natal period and the remaining 1.5 months in the post-natal period (a period of 1.5 months’ fully-paid rest must be given to those who have miscarried). A male worker is entitled to 2 days’ paid paternity leave if his wife gives birth or miscarries. An employee is entitled to 2 days’ paid leave for his or her child’s wedding, circumcision, baptism or death. Muslim employees may take “long leave” of up to 3 months (this can be restricted by the employer’s policy to 40 days) in order to fulfil religious duties, that is, a pilgrimage to Mecca. During this time the full salary must be paid. This entitlement may only be taken once. DISCRIMINATION Characteristics protected from unlawful discrimination: sex, ethnicity, race, religion, and political orientation. No regulated protection from harassment for employees.

Employees wishing to take action against sexual harassment in the workplace can file a claim on the basis of the civil tort law. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BENEFITS AND PENSIONS It is mandatory for every company or individual employer to register its employees with the SJSN programs (subject to the minimum number of employees below). The SJSN programs are divided into 2 main categories, namely (i) public health security (which is applicable for all Indonesian citizens) and (ii) social security (which covers occupational accident security, death security, old age (pension) security, and health maintenance). The programs are run by the Social Security Agency (“BPJS”). The public health security program is managed by BPJS Kesehatan, whereas the social security programs, including occupational accident, death, pension and old age securities are managed by BPJS Ketenagakerjaan.

Employers should register their employees with the BPJS Ketenagakerjaan social security program if the company or individual employer employs 10 or more workers or has a monthly payroll of at least IDR 1 million per month. All employers should register their employees with the BPJS Kesehatanpublic health security program regardless of the number of employees in their company. The SJSN programs also extend to cover foreign employees who work in Indonesia for at least 6 months. DATA PRIVACY Law No.

11 of 2008 on Electronic Information and Transactions restricts the electronic use of private data without the data subject’s consent. Under Law No. 39/1999 on Human Rights, each individual has the right to their own privacy, and cannot be subjected to an investigation in relation to personal data without their agreement, except on the order of a court or other legitimate authority under prevailing legislation. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Employees are not automatically transferred on a business transfer, which includes a merger. Employees should be consulted and the following 3 options are possible in relation to permanent employees: •  The employee is not willing to continue their employment with the new employer, in which case they must be paid a severance payment. •  The new employer is not willing to accept the employee, in which case the employee is entitled to 2 times the stipulated severance pay, plus long service pay (if applicable) and compensation (if applicable). •  The new employer and the employee are willing to continue the employment as if no business transfer has occurred, with the employment relationship continuing on the basis of the same terms and conditions (or better) as before the transfer and usually carrying forward accrued seniority.

(Employees cannot be given less beneficial terms unless they are terminated by the former employer/made redundant and rehired by the new employer. In that case, the new employer may rehire on its own terms.) A non-permanent worker who chooses not to accept a transfer of employment offer or who is not offered a transfer, is generally entitled to receive the wages for the remaining period of his or her fixed-term contract. No protection against dismissal for employees in a business transfer. However, as with nearly all terminations of employment, Industrial Relations Court (“IRC”) approval is required before the employee’s employment can be terminated and severance entitlements must be paid. 104 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Any group of at least 10 employees can establish a labor union which will have the right to: (i) enter into a Collective Labor Agreement with the employer, (ii) represent workers in industrial disputes and at manpower institutions, (iii) establish institutions (e.g., cooperatives) or carry out activities relating to the improvement of the welfare of the workers, and (iv) carry out other legal activities in the area of industrial relations. Criminal sanctions can be imposed on anyone, including the employer, who engages in certain anti-union activity. TERMINATION GROUNDS Termination is possible on the following grounds but in each of these cases, Industrial Relations Court (“IRC”) approval is required: •  Termination without cause (i.e., where dismissal cannot be avoided, such as in the case of a merger, a reorganization of the company, or bankruptcy of the employer; note that the employer still has to show grounds for termination). •  Termination with cause (e.g., where the employee breaches the employment contract or company regulation, or commits gross misconduct) although this is now subject to some uncertainty due to a recent constitutional court decision. •  Where the employee has been unable to work for over 6 months due to legal proceedings brought against him or her (however, if the court finds the employee not at fault, the employer must re-employ the employee). •  Where the employee has been absent from work for 5 or more consecutive working days without providing reasons or evidence and 2 notices have been given. EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS Termination cannot be on the basis of the following circumstances: a worker is absent due to illness according to the physician’s statement for a period of not more than 12 months; a worker is unable to carry out work due to the fulfillment of state duties; a worker performs his or her religious rituals; a worker gets married; a female worker is pregnant, in delivery, experiences miscarriage or breastfeeds her baby; a worker has a blood relationship and or a marital relationship with another worker within one company (except if it is prohibited in the employment agreement, the company regulation, or the collective labor agreement); a worker forms, becomes a member and/ or the manager of a union, carries out activities of the union outside working hours, or during the working hours with (i) consent from the employer, or (ii) based on the provisions under the employment agreement, the company regulations or the collective labor agreement; a worker has reported the employer to the authorities concerning the question of whether the employer has committed criminal actions; or a worker has a permanent disability condition or is ill due to a work accident or due to the employment relationship, which, according to a physician’s statement, the recovery period cannot be determined. If the employer purports to terminate an employee’s employment under any of the circumstances above, such termination is void by law and the employer must continue to employ such employee. 105 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS In order to unilaterally terminate employment, generally, employers must first undertake bipartite or tripartite negotiations as well as mediation or conciliation procedures and (if no mutual agreement is reached) by obtaining a favorable decision on the termination of employment from the IRC. Exceptions apply if the termination of employment occurs during the probation period of the worker (as long as the probation period is specifically provided in writing), due to the worker’s voluntary resignation without pressure/intimidation from the employer, due to a mutually agreed termination or due to the worker reaching retirement age (generally, 55 years old) under the employment agreement or law. MASS LAYOFF RULES No specific definition of redundancy or layoff. Employers seeking to make employees redundant should ensure that they provide valid evidence as grounds for the redundancy. Employers must attempt to negotiate a proposed termination with an employee or relevant labor union, as all dismissals on redundancy grounds require approval from the IRC (if not mutually agreed).

A consultation process must be completed before notice of termination is given to employees. Where a redundancy occurs, the employer must pay the employee severance pay, service pay (if applicable) and compensation pay. NOTICE Employment cannot be terminated unilaterally through notice. In practice, some employment agreements stipulate a notice period for termination even though termination by written notice alone is not permitted and the written notice does not negate the legal requirement to obtain approval of the termination from the IRC, absent mutual agreement as to the termination and its terms. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Payment in lieu of notice is not a recognized concept under the Manpower Law but is simply a part of the calculation of severance and may be given in addition to the statutory termination package. However, an employment agreement will sometimes stipulate that payment in lieu of notice can be set off against the statutory termination package. Employers can require employees to serve a period of garden leave in a form of suspension pending the outcome of mediation and IRC proceedings.

During such period the employees are still entitled to their salary. SEVERANCE Amount and type of severance depends on the basis of the termination of employment. For example, if the termination is due to the employee’s minor misconduct, the employee is entitled to the following after a process involving the issuance of 3 written warning letters and, absent mutual agreement, the IRC termination approval process: •  Standard severance pay: I month’s salary for every year of service, up to 9 months’ salary. •  Service appreciation pay: 2 months’ salary for the first 3 years of service, followed by an additional I month’s salary for every 3 years of service thereafter, up to a maximum of 10 months’ salary for 24 years of service. •  Compensation: to cover annual leave that has not expired or been taken, relocation expenses (to return the employee and his or her family to the place from which they were recruited), medical and housing allowance, other benefits under the employment relationship; and other compensation amounts as determined by the IRC. 106 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 107 W W W.DL APIPER .COM If the termination is without cause or there is termination on retirement, the employee is entitled to 2 times the severance pay amount plus the standard service appreciation pay (if applicable) and compensation. If contested, a termination without cause may result in reinstatement. POST-TERMINATION RESTRAINTS Enforceable by virtue of the principle of freedom of contract, adopted in the Indonesian Civil Code. However, in practice they are almost impossible to enforce. NON-COMPETES Permissible in theory, but very difficult to enforce. CUSTOMER NON-SOLICITS Permissible in theory, but may be difficult to enforce. EMPLOYEE NON-SOLICITS Permissible in theory, but may be difficult to enforce. WAIVERS The general freedom of contract provisions of the Indonesian Civil Code will allow parties to waive rights, however the operation of such waiver would not be permitted if it resulted in a violation of public policy or order, or was not being applied in good faith. REMEDIES DISCRIMINATION The employee is entitled to reinstatement, if applicable, or double severance pay, ordinary service pay and ordinary compensation. The Manpower Law does not expressly recognize other damages such as loss of reputation and mental suffering but these may be recognized if a separate, civil action is raised. UNFAIR DISMISSAL Reinstatement or termination benefit (such as compensation which includes back pay). FAILURE TO INFORM AND CONSULT Employees are entitled to voice their concerns, but no remedial action will be taken. CRIMINAL SANCTIONS Imposed on employers who breach the Manpower Law, including where employers: participate in anti-union activity; intentionally and without any rights or illegally access computers and/or electronic systems owned by somebody else for the purpose of obtaining electronic information and/or electronic documents; violate workplace healthy and safety regulations; fail to submit written annual reports on their industrial relations to the Minister of Manpower; or fail to pay overtime due. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA IRELAND LEGAL SYSTEM, CURRENCY, LANGUAGE Common Law. Member of the EU and required to implement relevant EU Directives. Euro (EUR €). English. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage in Ireland with proper payroll registrations, subject to business and corporate tax planning considerations. Withholdings for Pay As You Earn income tax (up to 41%), Universal Social Charge (up to 8%) and Pay Related Social Insurance (up to 10.75% for the employer and 4% for the employee) to be done through payroll.

Self-employed independent contractors are paid gross and are responsible for their own taxation. PRE-HIRE CHECKS REQUIRED Immigration compliance. For certain limited occupations (e.g. those who work with children, the elderly or infirm), a criminal records check. PERMISSIBLE Reference and education checks are common and permissible with applicant consent. IMMIGRATION Nationals of the EEA (European Economic Area) and Switzerland – right to work in Ireland.

Other nationals – require permission to work in the form of an employment permit. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. Part-time and fixed-term employees have the right not to be discriminated against on the basis of such status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to misclassification exposure. AGENCY WORKERS Agency workers are common.

Agency workers have the right to equal treatment to employees in relation to pay and other benefits terms. 108 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Common best practice. Within 2 months of commencement of employment, employees must be provided with certain minimum terms in writing. PROBATIONARY PERIODS Permissible. No statutory limit, but 3-6 months common. POLICIES Written health and safety policy, disciplinary and bullying and harassment policies and procedures are mandatory. Grievance and IT related policies are common and recommended. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements, but all documents should be in English. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 48 hour a week limit on working time.

Rules on rest breaks, night work and rest periods between shifts. OVERTIME No obligation to provide pay for overtime worked, as long as pay overall does not fall below the statutory minimum. Premium payable for Sunday work unless the fact that the individual has to work on a Sunday has otherwise been taken into account in the determination of his/her pay. WAGES The minimum wage rate is (EUR) €8.65 per hour. Subminimum rates only permissible in very limited circumstances. VACATION Annual leave entitlement based on hours worked: –  four working weeks in a leave year in which the employee works at least 1,365 hours; –  one-third of a working week for each month in the leave year in which the employee works at least 117 hours; –  of the hours the employee works in a leave year (subject to a maximum of four weeks). 8% Plus 9 public holidays. 109 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SICK LEAVE AND PAY Usually required to be certified by a medical practitioner after three days’ absence. Employees may be entitled to illness benefit from the State after seven days, but no other general right to sick pay from the employer. MATERNITY/PARENTAL LEAVE AND PAY 26 weeks ordinary maternity leave during which the employee may be entitled to maternity benefit from the State. Entitled to an additional 16 weeks during which no State benefit is payable. General right to return to work. 24 weeks ordinary adoptive leave during which the employee may be entitled to maternity benefit from the State.

Entitled to an additional 16 weeks during which no State benefit is payable. General right to return to work. 18 weeks unpaid parental leave to be taken before the child reaches the age of 8. No statutory paternity leave, save for the limited case of death of the mother. DISCRIMINATION Direct and indirect discrimination prohibited, along with victimization and harassment. Employers are under a duty to make reasonable adjustments for persons with disabilities. Characteristics protected from unlawful discrimination and harassment: Gender, age, race/ nationality, religion, family status, civil status, disability, sexual orientation and/or membership of the traveller community. BENEFITS AND PENSIONS Currently, no benefits required above those covered under social insurance contributions. DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, give consent).

Special rules apply to data transfer outside the EEA. Significant restrictions on monitoring employees, including email and internet use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS The EU’s Acquired Rights Directive has been transposed into law by virtue of the European Communities (Protection of Employees on Transfer of Undertakings) Regulations. Provides for automatic transfer of employees with undertakings (or parts of undertakings) which retain their identity post transfer. Duty to inform and consult with employee representatives.

Prohibition on transfer related dismissals, unless justified on economic, technical or organisational grounds. 110 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Trade unions are prevalent in certain sectors (manufacturing, transport and the public sector). Many businesses have no union or other worker representation. Works councils are uncommon. Industry level collective bargaining agreements exist but have recently been found to be unconstitutional so are in a state of flux. TERMINATION GROUNDS Termination permissible if a fair process has been followed, on the following grounds only: Misconduct, capability (including performance and ill-health), redundancy, illegality and “some other substantial reason of a kind to justify dismissal”. EMPLOYEES SUBJECT TO TERMINATION LAWS Employees with fewer than one year’s service have no unfair dismissal protection (save in certain circumstances where no service is required, including dismissals for whistleblowing, dismissals connected to any of the nine discriminatory grounds, trade union membership and activities, etc.). RESTRICTED OR PROHIBITED TERMINATIONS TUPE related dismissals are void unless justified on economic, technical or organisational grounds. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES Strict information and consultation rules apply in certain collective redundancy situations. The employer must also notify the Minister for Jobs, Enterprise and Innovation. NOTICE Statutory minimum notice requirements: up to 13 weeks – none; 13 weeks to 2 years – 1 week; 2 years to 5 years – 2 weeks; 5 years to 10 years – 4 weeks; 10 years to 15 years – 6 weeks; 15 years or more – 8 weeks. Not required for terminations for gross (extremely serious) misconduct. Longer notice can be agreed and set out in the contract of employment. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. Entitlement depends on contract terms. SEVERANCE Payable to redundant employees with 2 years’ service only: 2 weeks’ pay per year of service plus an additional week’s pay.

“Pay” capped at EUR €600 per week. More generous terms are possible. POST-TERMINATION RESTRAINTS Considered to be in restraint of trade and void. However, those that protect the employer’s legitimate business interests can be enforced if reasonable.

Need to be tailored for the specific business and the risks posed by the employee. Garden leave is common for senior employees. 111 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 112 W W W.DL APIPER .COM NON-COMPETES Permissible in narrow, justifiable, circumstances. Typically no longer than 3-6 (maximum of 12) months, depending on the circumstances. CUSTOMER NON-SOLICITS Permissible in specific circumstances. Typically no longer than 3-6 (maximum of 12) months, depending on the circumstances. EMPLOYEE NON-SOLICITS Permissible. Length of restriction will depend on the circumstances. WAIVERS Enforceable, but employees must have had the benefit of independent legal advice prior to signing a settlement agreement waiving employment rights. REMEDIES DISCRIMINATION Equality Tribunal can order re-engagement, re-instatement or award compensation of up to 2 years’ remuneration. UNFAIR DISMISSAL Employment Appeals Tribunal can order re-engagement, re-instatement or award compensation of up to 2 years’ remuneration.

Compensation is limited to an employee’s financial loss. In TUPE related dismissals, compensation is not limited to financial loss and can be punitive. In whistleblowing dismissals, compensation can be up to 5 years’ remuneration. FAILURE TO INFORM AND CONSULT In theory, in the context of a mass redundancy, such failure can amount to a criminal offence, but prosecution is rare. In the context of a business transfer, such failure can result in up to 4 weeks’ pay per complaining employee. CRIMINAL SANCTIONS Failure to notify the Minister for Jobs, Enterprise and Innovation about mass layoffs is a criminal offence (although prosecution is rare). Employing a non-EEA or Swiss national without the required work permit is also a criminal offence. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA ISRAEL LEGAL SYSTEM, CURRENCY, LANGUAGE Strong common law heritage with elements from other legal systems. New Israeli Shekel (ILS). Hebrew and Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Generally, registration of the employer, either an Israeli subsidiary or a foreign company (branch), is required, in order to set up a bank account for payroll and to open tax and national insurance files for mandatory withholding requirements. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Reference and education checks are common and permissible with applicant consent. Other types of checks are subject to restrictions (including restrictions on criminal records and credit checks) and must be directly related to the position. IMMIGRATION All non-Israeli citizens (except for holders of certain types of residency permits) are required to obtain a work visa from the Israeli Ministry of Interior. Companies wishing to employ non‑Israeli citizens must obtain work permits and work visas for their foreign workers from the Israeli Ministry of Interior.

Special rules apply to employment of Palestinian citizens. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. A new law, which will become effective on January 31, 2015, requires companies to send candidates periodic notices regarding the status of their applications and to provide notice where the candidate is not chosen for the position. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to misclassification exposure. AGENCY WORKER Agency workers will typically be either white or blue-collar workers.

Certain agency workers have the right to become employees of the employer after 9 months, and receive rights and benefits equal to these provided to employees at the same work place. Special rules apply to entities that engage agency workers providing security, catering and cleaning services. 113 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Common best practices. Within 30 days of commencement of employment, employees must be provided with a notice listing certain employment conditions (as well as written updates with respect to changes in employment terms). PROBATIONARY PERIODS Permissible, generally relating to shortened prior notice periods only. No statutory limit, but up to 3 months is common practice. POLICIES Common best practices. In most cases, prevention of sexual harassment policy is mandatory. In addition, a computer use policy is required if the employer intends to monitor the employee computer use.

In companies in the high-tech sector employee handbooks are common. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS In a language understood by the employee. As a common best practice, it is recommended that all documents will be in English, provided that employee positions will require a working knowledge and use of English. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS Up to 43 hour a week, and 9 hours a day, for a 5-day work week. OVERTIME Up to 3 hours per day and a maximum of 15 hours per week. Pay of 125% of the base hourly wage for the first 2 hours of overtime per day, 150% of the base hourly wage for any additional overtime hours.

Special rates for weekend and night work. WAGES Minimum wage is ILS 23.12 per hour. VACATION Based on seniority. Assuming a 5-day work week, the annual minimum vacation entitlement is: 10 days – 1st 2 years of employment; 11 days – 3rd and 4th year of employment; 12 days – 5th year of employment; 17 days – 6th, 7th and 8th year of employment; 23 days – 9th year and after. In addition, employees are entitled to 9 days of public holidays per year. 114 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 115 W W W.DL APIPER .COM SICK LEAVE AND PAY Under law, employees are entitled to 1Y2 sick days per month of employment (18 days per year). Sick leave can be accumulated up to a maximum of 90 days. The employer is not required to pay for the first day of sick leave but it may be deducted from the annual sick leave entitlement. On the 2nd and 3rd sick days an employee will be paid 50% of his or her salary, and beginning on the 4th day of sick leave, the employee will be paid his or her full salary until accrued sick days are fully used. During sick leave, benefits are paid in the same ratio as salary.

Employees may take certain sick leave days in connection with the illness of the employee’s spouse, any child under the age of 16, or of any parent (of the employee or his/her spouse) who is totally dependent on assistance to carry out day-to-day activities. In practice, many companies in Israel pay full salary from the first sick day. MATERNITY/PARENTAL LEAVE AND PAY In general, up to 26 weeks’ maternity leave (may be extended to up to I year, based on seniority with employer), paid for up to 14 weeks by the National Insurance Institute, right to return to work for at least 60 days. Men can take what remains of the mother’s leave as paternity leave (after the first 6 weeks of maternity leave which is reserved for the mother) but only if mother returns to work during her maternity leave period. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender, sexual orientation, race, religious belief, nationality, country of origin, place of residency, opinion, political party, participation in military service (including military reserve duty), and matrimonial and parental status. BENEFITS AND PENSIONS Mandatory pension with minimum contributions (including distributions towards severance pay). In certain circumstances employees are also entitled to reimbursement for travel expenses. Employees working over a year are entitled to recuperation pay, based on seniority (starting at 5 days) and payable on a monthly or annual basis, according to the employer’s preference. Recuperation pay is much like vacation pay in other jurisdictions and is intended to be used for vacation or recuperation purposes and is normally paid between June and September.

An additional benefit known as “Education Fund” is common, and provides tax breaks for employer and employee disbursements set aside for at least 6 years. DATA PRIVACY Employees generally must be notified of the terms of the employer’s personal data processing policy, and consent. Registrations in the Databases Register may be required. Special rules apply to data transfer outside Israel.

Significant restrictions on monitoring email and Internet use. Monitoring personal email is restricted. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 116 W W W.DL APIPER .COM RULES IN TRANSACTIONS/BUSINESS TRANSFERS Acquisitions that entail change of ownership will generally not result in changes in employment relations. Transfer of employees to a new employer as part of an asset transfer requires the employees consent. This can be achieved through assumption of employment arrangements by buyer (including seniority based rights) or through a “fire-rehire” approach (there may still be transfer of residual liabilities deriving from the period of employment preceding the transfer). EMPLOYEE REPRESENTATION Trade unions are prevalent in certain sectors (such as industry, transport and the public sector). Many businesses have no union or other worker representation, however, an employer may not object to the incorporation of a workers’ union, and is required to negotiate with the union in good faith. Industry level collective bargaining agreements are common in certain sectors (such as transport and public sector).

There are no works councils, but trade unions may be entitled to certain information and consultation rights. TERMINATION GROUNDS Any reasonable reason provided that a fair process has been followed in accordance with the procedural requirements for termination. Employees may claim unlawful dismissal on the grounds of discrimination, breach of the employers’ good faith obligation and/or failure to comply with the procedural requirements for termination. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Pregnant women (after 6 months of employment), women on maternity leave and during the first 60 days following their return to work, and employees undergoing fertility treatments may not be dismissed without the prior approval of the Minister of Economy. Employees may not be dismissed during their military reserve duty or 30 days following their return to work. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS No, apart from the notification below in case of a mass dismissal. MASS LAYOFF RULES No special rules apply, however, if all employees without exception are dismissed, the prior hearing process for termination can be skipped.

In the event of dismissal of more than 10 employees, the employer is required to notify the local Employment Services Bureau of the dismissal. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA NOTICE Absent a contractual arrangement setting a longer notice period than the minimum requirements, the notice period for full-time employees is as follows: (i) during the Ist year of employment – I day for each month during the first 6 months of employment and an additional 2Y2 days for every additional month thereafter; and (ii) following completion of at least I entire year of employment on a full-time basis – 30 days. The length of the notice period will be less for employees paid on an hourly basis. Most employment agreements include a 30 days’ contractual notice period. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Yes. Payment in lieu of notice in an amount equal to the employee’s salary is permissible.

The employer/employee relationship is terminated immediately, and benefits need no longer be paid, unless a contractual provision or binding practice requires otherwise. Garden leave is permissible on full salary and benefits. SEVERANCE Payable to dismissed employees with at least I year seniority. Usually last monthly salary multiplied by the number of years the employee worked. Generally, a substantive portion of the severance pay entitlement will have been accrued as part of the employees managers’ insurance and/or pension fund.

If the parties provided so in the employment agreement or as a result of a collective bargaining agreement applicable to the employee, the employee will not be entitled to severance pay other than the amount accumulated in the employee’s pension fund. POST-TERMINATION RESTRAINTS NON-COMPETES Although common, generally not enforceable under current Israeli case law. CUSTOMER NON-SOLICITS Permissible. Typically not longer than 12 months. EMPLOYEE NON-SOLICITS Permissible. Typically not longer than 12 months. WAIVERS Generally enforceable, if the employee receives additional benefits in consideration for signing the waiver commensurate with the rights waived.

Employees may not waive certain statutory rights and benefits. REMEDIES DISCRIMINATION Uncapped compensation, based on the claimant’s financial loss. Punitive compensation of up to ILS 120,000 without demonstrating damages. Reinstatement or reengagement is possible but rare. 117 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 118 W W W.DL APIPER .COM UNFAIR DISMISSAL Uncapped compensation, usually between 1-24 salaries, depending on circumstances. Reinstatement or reengagement is possible but rare. FAILURE TO INFORM AND CONSULT In most circumstances employees are not entitled to information and consultation rights, and these rights will generally only apply to organized workers. Accordingly, awarded damages for failure to inform and consult are rare. CRIMINAL SANCTIONS Failure to comply with various labor laws (such as minimum wage, work hours, unlawful discrimination and prohibited termination) is a criminal offence and may result in criminal proceedings (at least in theory). . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 119 W W W.DL APIPER .COM ITALY LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of European Union (“EU”), so required to implement relevant EU Directives. Euro. Italian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Italy with proper payroll registrations, subject to business and corporate tax planning considerations. Withholdings for social contributions (up to approximately 30% employer portion and up to approximately 10% employee portion) and income tax (up to approximately 43%) to be done through payroll.

Notice of commencement of the employment has to be given by the employer to the labor authorities at least 1 day before the commencement of the relationship. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g., certain finance positions) and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION Depending on the duration and reason of the immigration, work permits are required for non-Italy nationals/non-EU citizens. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. Part-time and fixed-term employees have the right not to be discriminated against due to their status.

Additional engagement options are available, such as on-call employment, job sharing or apprenticeships. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company, provided that certain requirement are met. For project contracts, a specific project has to be specified in the contract in order for the agreement to be valid, and the duration of the contract cannot be indefinite. Freelancers can also be engaged on an open-term basis, but there is increased misclassification exposure. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 120 W W W.DL APIPER .COM AGENCY WORKER Agency workers are common. Agency workers have the right to equal treatment to employees in relation to pay and other benefits terms. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Written employment agreements are required according to national collective bargaining agreements. Certain clauses are not valid if they are not put in writing (e.g., probationary clause, non-compete covenant). PROBATIONARY PERIODS Permissible, with statutory limits, depending on the category and level of the employee (maximum duration is 6 months for executives – so-called dirigenti). POLICIES Permissible, not mandatory. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements, but all documents should be in Italian. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All, with distinctions based on the employee level pursuant to the applicable collective bargaining agreement. WORKING HOURS 40 hour a week limit on working time. OVERTIME Statutory limits to overtime depending on the industry sector and the applicable collective bargaining agreement. WAGES Minimum rates are set in the applicable collective bargaining agreement and depend on the category of employee and enrolment level. Under Italian law, there are 4 categories of employees: workers (operai), white collar employees (impiegati), middle-managers (quadri) and executives (dirigenti).

Collective bargaining agreements set sub-levels within the category of white collar employees. 13th or 14th salaries may be required by the applicable collective bargaining agreement. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 121 W W W.DL APIPER .COM VACATION Employees are entitled to a minimum 4 weeks (excluding public holidays) of paid vacation for each year of service. At least 2 weeks of vacations have to be taken during the entitlement year. Vacations cannot be replaced by monetary compensation before the employment is terminated. Collective bargaining agreements may provide additional holidays. In addition Italian law provides for the following public holidays: 1 January, 6 January, Easter Monday, 25 April, I May, 2 June, 15 August, 1 November, 8 December, 25 December, 26 December, the day of the patron saint of the place of work. SICK LEAVE AND PAY In case of illness or accident employees cannot be dismissed before a period of time determined by law or by the applicable collective bargaining agreement has expired. The entitlement to sick pay depends on the applicable collective bargaining agreement. MATERNITY/PARENTAL LEAVE AND PAY Pregnant employees must not work for 2 months before, and 3 months after, the childbirth.

Under certain conditions, the leave may be taken earlier or later. Female employees cannot be dismissed from the first day of pregnancy and until the child is 1 year old, except in certain circumstances (e.g., shutting down of the company, just cause). During the maternity leave, employees receive an allowance from the INPS (social security body).

Collective bargaining agreements may contain requirements for company-paid leave. Parental leaves can be taken by the parents until the child is 8 years old. DISCRIMINATION Employees are protected against direct and indirect discrimination, during the course of their employment, on several grounds, such as sex, religion, race, color, political opinion. Discrimination is always prohibited (from the hiring procedure to the termination of the employment). BENEFITS AND PENSIONS Enrolment in the social security public system and public insurance of employees is mandatory for all employers. In addition to the ordinary social security and insurance, collective bargaining agreements provide for supplementary forms of social security/health care insurance. DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, give consent).

Special rules apply to data transfer outside the European Economic Area (“EEA”). Not possible to control or monitor employees remotely with devices unless upon agreement with works council or authorization of the Labor Office. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 122 W W W.DL APIPER .COM RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer of those employees who belong to the transferred business/branch of business, without any interruption of the employment, to the transferee regardless of their consent. The transferred employees maintain all the rights to which they were entitled to with the transferor, transferor and transferee are jointly liable for entitlements that the transferred employee had at the time of the transfer. Duty to inform and consult with employee representatives. EMPLOYEE REPRESENTATION All employees have the right to form or become members of labor associations as well as the right to perform labor-related activities. On the initiative of the employees, a works council can be established in every plant with more than 15 workers within the Trade Union’s associations that have executed the collective agreement applied in the company.

Employees’ representatives are granted certain rights (e.g., additional protection in case of transfer and dismissal). Most companies are subject to mandatory industry-wide collective bargaining agreements. TERMINATION GROUNDS Termination permissible on these grounds: •  Just cause, i.e., an irremediable and serious “breach of trust” (serious violation of contractual duties) between the parties of the employment relationship. In this case, the contract terminates immediately, without notice; •  Justified reason, which may be subjective (breach of employee’s contractual obligation less serious than just cause) or objective (such as redundancy). In this case, the contract terminates with notice. Dismissals must be notified in writing.

Reasons for dismissal must be detailed. If the dismissal is due to just cause/subjective reasons, a special disciplinary procedure must be complied with. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees except for those under probationary period. RESTRICTED OR PROHIBITED TERMINATIONS Discrimination, retaliation, pregnant women, mothers until the child is 1 year, women in case of wedding, disabled employees under certain conditions. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Dismissal based on objective and economic reasons must be preceded by a mandatory administrative conciliation procedure when more than 15 employees are employed in the office where dismissal takes place (or more than 60 in the national territory). Under new legislation, implemented in March 2015, newly hired employees are not subject to this procedure and can be dismissed without prior involvement of the Labor Office.

Notice to labor authorities has to be given within 5 days from the termination of the employment. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MASS LAYOFF RULES Yes, strict information and consultation rules apply where 5 or more employees are to be made redundant over 120 days or less. NOTICE Notice is set forth by the collective bargaining agreements and varies depending on enrolment level, category and tenure. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE The employer or employee may pay an indemnity in lieu instead of working the notice period. Garden leave not possible under Italian law. SEVERANCE In all cases of termination (including for just cause) the employer has to pay a severance pay (so‑called TFR), which is equal to the sum of each annual salary divided by 13.5, accrued for any single year. TFR is usually set aside on the books of the company. Employees are also entitled to receive the indemnity in lieu of any holidays or permits accrued and not used, as well as the pro rata portion of the supplementary salary installments. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. NON-COMPETES Typically no longer than 6-12 months. To be valid and enforceable such clauses must be agreed in writing and limited in scope, territory, time (up to 3 years; 5 years for executives), and must provide an adequate compensation (usually around 25% of the annual salary for a 1 year non‑compete for the entire Italian territory).

If such requirements are not met the clause is null and void. CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Immediately unchallengeable if signed before a “protected venue” (administrative, union or judicial office), or challengeable within 6 months after termination. REMEDIES DISCRIMINATION Reinstatement (or alternatively, at employee’s discretion, compensation for damages of 15 months’ pay). Additional compensation equal to salary lost from dismissal to reinstatement with a minimum of 5 months’ pay. 123 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 124 W W W.DL APIPER .COM UNFAIR DISMISSAL If the company employs up to 15 employees in the same business unit and 60 employees total, the employer may be ordered to re-hire the employee or, at its choice, pay compensation for damages (ranging from 2.5 – 10 months’ salary). If the company employs more than 15 employees in the same business unit and 60 employees total, sanctions are more serious and may imply compensation from 12 to 24 months’ pay or, in other cases, forced reinstatement of the employee in the job, plus compensation for damages up to 12 months’ pay. Under new legislation implemented in March 2015, in a company that employs more than 15 employees, newly hired employees who are unlawfully dismissed are entitled to compensation for damages equal to 2 months’ salary for each year of service with a minimum of 4 months and a maximum of 24 months’ salary. No provision is made for reinstatement. For companies with up to 15 employees, the above penalties range from a minimum of 2 up to a maximum of 6 months’ salary. FAILURE TO INFORM AND CONSULT Failure to follow collective dismissal procedure leads to compensation of 12 to 24 months’ pay. If the breach concerns the social criteria to choose the employees to dismiss, then reinstatement (or in alternative, at employee’s discretion, compensation for damages of 15 months’ pay) plus additional compensation up to 12 months’ pay. Under new legislation implemented in March 2015, newly hired employees who are unlawfully dismissed are entitled to compensation for damages equal to 2 months’ salary for each year of service with a minimum of 4 months and a maximum of 24 months’ salary. No provision is made for reinstatement. CRIMINAL SANCTIONS None.

Under certain circumstances, failure to fulfil a court decision can lead to criminal liability. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 125 W W W.DL APIPER .COM JAPAN LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law legal system. Japanese yen (JPY). Japanese. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Foreign entities without a local corporate presence in Japan are generally unable to make proper payroll withholdings. Instead, a local corporate presence is generally required to engage employees in Japan. Employers are required to withhold national income taxes from employees’ salary each month and make contributions to certain social insurances. PRE-HIRE CHECKS REQUIRED Generally not required. PERMISSIBLE Criminal background checks are not prohibited, but are discouraged by the labor bureau.

There should be a strong need to justify such checks. In addition, conducting a criminal background check in Japan is difficult as records are not publicly available. Reference and education checks can be done with consent but third par-ties receiving requests do not always cooperate.

Some employers require a health check at hiring but employers should not conduct HIV testing and gene diagnosis unless there is strong and legitimate reason to do so. IMMIGRATION Foreign nationals who wish to live and work in Japan must obtain the requisite visa. Individuals are also required to have an appropriate “status of residence” (immigration status), which will determine the extent of the individual’s ability to live and work in Japan. HIRING OPTIONS EMPLOYEE Most employees will fall into one of 3 categories: regular employee, fixed-term contract employee, or dispatched employee. Employment can also be full-time or part-time.

Starting from April 2013, if a fixed-term contract employee has worked under fixed-term contracts for 5 years or longer with renewal(s) and there has been no break in employment of 6 months or longer, the employer must make the employee an indefinite term employee upon the employee’s request. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors can be engaged, but care must be taken not to control or direct independent contractors, as such action can lead to the independent contractor being deemed an employee. AGENCY WORKER Hiring dispatched workers is popular as it can lessen some of the burdens associated with the employment relationship. The employees sent by the dispatching agency are direct employees of the agency and not the company utilizing their service. There are strict limitations on the positions that can be filled by dispatched employees, control over the employee and time limits on how long a dispatched employee can be used for the same position. The area is very heavily regulated and penalties for violations are severe.

Only reputable and licensed dispatching agencies should be used. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS No requirement to have an employment contract, but the employer must provide the employee with certain terms and conditions of employment in writing. If the employer has work rules in place, the work rules may address many of the provisions that must be covered in the writing to be provided to the employee. PROBATIONARY PERIODS Permissible. No statutory limit, but 3-6 months common.

An unreasonably long probationary period could be invalid and 12 months is probably the upper permissible period in many cases. Terminations are very difficult in Japan and this is true even during the probation period. POLICIES Employers with 10 or more employees in a workplace are required to create work rules and file them with the Labor Standards Inspection Bureau. Most of the terms and conditions of employment are stipulated in the employer’s work rules. The work rules will constitute part of the employment contract and must stipulate certain terms and conditions of employment, including: wages, working hours and breaks, holidays, termination of employment, disciplinary action and other general matters that apply at the workplace. THIRD-PARTY APPROVAL Before filing, the work rules need to be submitted to a representative of the majority of employees (or a labor union if one exists) for comments.

While employee comments do not need to be accepted by the employer (i.e., approval is not required), the comments must be considered in good faith. See above regarding the filing with the Labor Standards Inspection Bureau. LANGUAGE REQUIREMENTS The employment agreement and work rules should be provided in the language that is understandable to the employees. If work rules are in a foreign language, a Japanese translation must be filed with the Bureau. 126 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Generally applicable to all employees. WORKING HOURS Employers cannot require employees to work for more than 8 hours per day or 40 hours per week, unless they enter into a labor management agreement with either a labor union or a representative of the majority of employees in the workplace. The agreement must set out the maximum hours of overtime work (currently 45 hours per month and 360 hours per year unless the agreement includes a special clause allowing for additional overtime in exceptional circumstances). OVERTIME Subject to certain limited exemptions which have been interpreted by the Japanese courts and the Ministry of Health, Labor and Welfare narrowly (for example, for persons who are considered managers, may be exempted in some cases), employers must pay minimum overtime rates as follows: Basic over-time rate 125% of base hourly wage Work on a “rest day” 135% of base hourly wage Late night over-time (between 10:00pm and 5:00am) 150% of base hourly wage Late night overtime on a “rest day” 160% of base hourly wage Overtime work in excess of 60 hours/month* 150% of base hourly wage Late night over-time in excess of 60 hours/month* 175% of base hourly wage *Small to mid-sized companies are currently exempted WAGES Minimum wages are set by prefecture. In addition, certain industries have minimum wages that apply to employees working in that industry. VACATION Where an employee has been continuously employed for 6 months and has attendance of at least 80% of the total number of working days during that period, he or she is entitled to a minimum of 10 days’ paid annual leave on the day after completing 6 months of employment. Entitlement increases by I day per year for the following 2 years and by 2 days per year thereafter up to a maximum of 20 days per year.

Employees are entitled to carryover unused annual leave for I year. There are several national holidays in Japan and while not legally required, most employers recognize the national holidays or provide additional holiday pay for workers who are required to work on national holidays. SICK LEAVE AND PAY No statutory right to paid sick leave unless the work rules or employment contract provide otherwise. 127 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 128 W W W.DL APIPER .COM MATERNITY/PARENTAL LEAVE AND PAY A pregnant employee is entitled to maternity leave for a period of 6 weeks before the expected date of birth and 8 weeks after the birth. An employee who lives with and is raising a child up to I year of age (and in some cases, up to 18 months of age) is eligible for child care leave. In addition, employees are eligible for family care leave of up to 93 days to care for a family member. These absences are unpaid unless otherwise provided in the work rules or the employment contract. An employee will generally receive an allowance equivalent to a certain percentage of their salary under the national unemployment insurance scheme. DISCRIMINATION Japan’s labor law recognizes the principle of equal treatment of employees.

Discriminatory treatment with respect to wages, working hours, or other working conditions by reason of nationality, creed or social status is prohibited. This includes a prohibition against discrimination with respect to dismissal, fringe benefits, pay and all other aspects of the working relationship between employer and employee. For instance, the Law Respecting the Guarantee of Equal Opportunity and Treatment Between Men and Women in Employment prohibits discrimination regarding gender in recruitment, hiring and employment in Japan. BENEFITS AND PENSIONS There are 4 main types of social security systems with current rates as follows: Workers’ Accident Compensation Insurance – From 0.25% to 8.9% depending on business which an employee engages in, on the entire annual earnings; •  Employment Insurance – With the exception of some businesses, the employee pays 0.5% and the employer pays 0.85% on annual earnings; •  Employment Insurance Health Insurance/Nursing Care Insurance – 11.52% for an employee between age 40 to 64 and 9.97% for an employee under age 40 and over 64. The employer and employee equally bear the contribution; and •  Employee’s Pension Insurance – 17.120% which is equally borne by the employer and employee. No obligation to provide additional benefits above those already covered but it is fairly common to provide bonuses and retirement allowances. Japan has a government sponsored pension plan that generally pays employees benefits if the employee has been paying into the system for at least 25 years (it will be shortened to 10 years from October 2015).

All persons employed in Japan pay into the system, even foreign nationals working in Japan (subject to any social security totalization agreements). . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY The receipt, maintenance of and access to personal information relating to an individual is regulated by the Act of Protection of Personal Information. Broadly, upon the collection of such information, the collector must notify the person of the purpose of the use of such information, and thereafter must take necessary and proper measures to prevent leakage, loss or damage of that information, and take other reasonable steps to control the security of the personal information. In addition, the party maintaining such information is required to adopt internal regulations designed to ensure the confidential and secure maintenance of such information as long as it is held. Disclosure of personal information to third parties (a parent and affiliated companies are considered third parties) is strictly limited. RULES IN TRANSACTIONS/BUSINESS TRANSFERS In an acquisition by business transfer, employees of the selling company will continue as employees of the selling company.

If employees are to be transferred to the buyer, it is typical for the employee to resign from the selling employer and will be newly hired by the buyer under a new employment contract executed by the employee. In a merger, the merged entity will cease to exist and the surviving entity shall succeed to the contractual obligations of the merged entity, including, employment agreements. Consequently, employees of the merged entity will automatically become employees of the surviving entity keeping terms and conditions of employment including those under the merged entity’s work rules. In a statutory company split, the split of the employees should be handled in accordance with the Labor Contract Succession Act and some employees may automatically transfer with the business that is being transferred. The splitting company must provide notice, in writing, as to the split-plan or agreement to the employees who will be transferred at least 2 weeks before the approval of the company split.

An employee (i) who is mainly assigned to the target business but not included in the transfer to the purchaser; or (ii) who is not mainly assigned to the target business but included in the transfer to the purchaser has the right to object within 2 weeks of receipt of the notice. EMPLOYEE REPRESENTATION Labor unions are protected by the Constitution and by statute. All employees have the right to form unions. Two types of collective agreements. Most common is a labor-management agreement which is an agreement between management and either the representative of the majority of employees in the workplace or a labor union to which a majority of the employees belong.

The second type is a collective bargaining agreement (“CBA”) which is between a labor union and an employer only. CBAs are not particularly common in Japan as the proportion of the workforce in Japan that is unionized has fallen below 20% according to recent statistics. There are no works or labor management counsels. 129 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS Employees in Japan enjoy substantial security when it comes to their employment. Termination of employees generally must be for “cause”. While employers do have the right to dismiss employees, a dismissal will be regarded as an “abuse of rights” under Japanese law and therefore invalid, if a court determines that the dismissal lacks “reasonable” grounds and is not “socially acceptable”. This is a very high standard to meet. The following grounds may possibly be considered reasonable and socially acceptable: very serious misconduct (e.g., theft or violence in workplace); serious insubordination and failure to correct the action after clear warnings are given; serious and on-going poor performance, after formal warnings have been given, significant training has been provided through performance improvement plans and other positions have been explored, and it is determined that the training is ineffectual and no other suitable positions exist; provision of material false information about one’s background that impacts performance; and a loss of or significant and continuous lack in ability/capability to perform work duties. See below under “Mass Layoff Rules” regarding economic dismissals. EMPLOYEES SUBJECT TO TERMINATION LAWS Generally all employees. RESTRICTED OR PROHIBITED TERMINATIONS Under the Labor Union Act, disadvantageous treatment including dismissal, based on the fact that an employee is or intends to be a member of a labor union, intends to organize a labor union, or engages in a proper act of a labor union, is prohibited as an unfair labor practice. Terminating employees on leave of absence for work-related injury or illness or maternity leave is generally not permissible. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES There are no redundancy statutes in Japan.

An employer may justify terminations based on the economic conditions of the company. However, 4 conditions must be met in order to justify such a termination: there must be a very strong economic necessity to reduce the workplace; the employer must have taken all reasonable steps to avoid terminations; the employees to be dismissed should be selected using a reasonable and fair standard; and termination procedures must be reasonable and proper. An employer must notify the Public Employment Security Office in advance if: •  or more employees will leave during a I month period 30 •  or more employees who are between the age of 45 and 65 and reach the retirement age 5 set by the employer, are dismissed or otherwise leave due to the employer’s actions within a I month period • an employee who is a foreign national leaves • an employee with a disability is dismissed (under certain conditions) or •  employer withdraws a job offer or extends the time of joining the company for new the graduates or cancels or downsizes the size of hiring plans of new graduates. 130 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA There are some exceptions to these notifications requirements. There may be additional notification requirements set out in any collective bargaining agreement. In any event, the employee is represented by a union, the employer is expected to consult with the union to fulfill the good faith consultation requirement. NOTICE Employers must give at least 30 days’ notice of dismissal. It is customary for the work rules to specify that an employee must given 30 days’ notice of resignation. However, under the Japanese Civil Code, employees may terminate an employment agreement with 2 weeks’ notice. The Civil Code will prevail over any longer requirement.

Therefore, if an employee insists on 2 weeks’ notice, such notice will be valid. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Payment in lieu of notice is permitted even if there is no contractual right to make such a payment. It is not common for an employee to be placed on garden leave. SEVERANCE There are no statutory requirements for severance payments in Japan. Given the severe limitations on the employer’s right to terminate an employee, most employees are offered a severance payment in exchange for a waiver and voluntary resignation. POST-TERMINATION RESTRAINTS Generally enforceable provided that they are reasonable in scope and duration. Japanese courts will closely examine issues such as the geographic scope, whether the restraint is necessary to protect a legitimate business interest and whether consideration was given to the employee. NON-COMPETES Generally permitted subject to the limitations noted above, and non-competition covenants should satisfy at least the following conditions in order to be held enforceable: • A duration for a maximum of 2 years • A reasonably limited geographical scope and •  The types of jobs or businesses subject to the restriction are limited to jobs or businesses that compete directly or indirectly with the former employer’s actual business. CUSTOMER NON-SOLICITS Generally permitted, but enforceability will depend on the facts of the given case. EMPLOYEE NON-SOLICITS Generally permitted, but enforceability depend on the facts of the given case since employees have a constitutional right to move to another company. 131 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 132 W W W.DL APIPER .COM WAIVERS To be valid, the waiver must be given voluntarily by the employee. In order to avoid any claim from an employee that the waiver is not valid because it was given under duress, or as a result of a mistake due to fraudulent representation by the employer, meetings with the employee should be fairly short and attended by only I or 2 managers. The employee should be given a reasonable time to consider the document containing the waiver and should not be told that they will be terminated if they do not sign. REMEDIES DISCRIMINATION Discriminatory treatment against the employees shall be punished by imprisonment of not more than 6 months or by a fine of not more than JPY 300,000. However, other than that, there is no special enforcement procedure. NULL AND VOID DISMISSAL If an employee’s dismissal is held by a court to be null and void, the employee could obtain the following remedies: reinstatement, and/or award compensation.

Once the dismissal is held to be null and void, the employee has the right to have unpaid wages for the period from the dismissal to reinstatement plus statutory interest. UNFAIR LABOR PRACTICE A labor union may, within I year following the occurrence (or discontinuance) of an unfair labor practice, file a complaint against an employer for such unfair labor practice by seeking a remedial order from the local Labor Commission. This is an administrative procedure but is a quasi-judicial process. CRIMINAL SANCTIONS Some violations are subject to criminal sanctions. For example, violations of the worker dispatch law may result in criminal sanctions. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA KUWAIT LEGAL SYSTEM, CURRENCY, LANGUAGE Federal and Civil legal system – employment matters are governed by Federal Law No. 6 of 2010 (the “Labor Law”) (as amended). There are also relevant provisions in the Penal Code and Civil Code. Kuwaiti Dinar (KD).

Official language is Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in Kuwait. It would always need to have at least a branch or representative office (which requires a local sponsor) to even engage a local national as they still need a work permit; the only other way around this would be to have a secondment type arrangement whereby a local entity sponsors the local national for their work permit but they are then seconded out to the foreign entity. PRE-HIRE CHECKS REQUIRED Foreign employees must receive prior approval from the Ministry of Social Affairs and Labour Affairs (“MOSAL”) and immigration authorities before they can be hired on local employment contracts. The level of background checking and screening carried out by the Kuwait authorities varies according to the nationality of an individual. PERMISSIBLE Generally, employers in Kuwait are not able to obtain the same level of information from background checks as they can in other jurisdictions and in most cases, the employees themselves will be required to provide this information. IMMIGRATION In order to legally work and reside in Kuwait, all employees except Gulf Cooperation Council (“GCC”) and Kuwaiti nationals (who require a work permit only) are required to have a residence visa and work permit under the sponsorship of their employer which must have an entity established in Kuwait.

Non-working married women can also be sponsored for their residence visa by their husband. Where an employee is only required to work in Kuwait for a short period of time there are alternative permits and visas that may be applied for including business visit visas. HIRING OPTIONS EMPLOYEE Unlimited or fixed-term. Part-time employment is legally possible but is not common. If both parties continue to perform their duties under a fixed-term contract after the expiry of the fixed‑term, the contract shall be deemed to have been renewed for a fixed-term of the same length. 133 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 134 W W W.DL APIPER .COM INDEPENDENT CONTRACTOR There is no concept of a consultant, unless individuals have established their own professional licence and business, due to the requirement for employees to have sponsorship, which is generally obtained by the employer. AGENCY WORKER There is no general concept of an agency worker or “temp” in Kuwait. Some Kuwaiti owned employment agencies are licensed to provide manpower on a temporary basis who would remain under their sponsorship. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Non-Kuwaiti national employees are required to sign a government employment contract to obtain their work permit and residence visa. This contract is in English and Arabic. Kuwaiti and GCC national employees are not required to sign a standard form of contract but their regular employment contract with their employer may be required to be submitted to the MOSAL for review. PROBATIONARY PERIODS Permissible.

Maximum duration of 100 working days. POLICIES There are no mandatory policies. Employees should be provided with any relevant staff handbook and the employer’s policies (if applicable) on commencement of employment. THIRD-PARTY APPROVAL The government employment contract must be lodged with MOSAL to obtain the employee’s work permit and residence visa. Strictly speaking, any contractual changes should be notified to the Ministry and amended on the filed standard employment contract copy. LANGUAGE REQUIREMENTS Pursuant to the Labor Law all employment contracts and records must be in Arabic.

Where a foreign language is used in addition to Arabic, the Arabic version shall prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. Additional rights are also available to young workers (those under the age of 18) and women. WORKING HOURS 8 hours per day or 6 hours during Ramadan. This equates to a 48 hour maximum working week for a 6 day working week, Sunday to Thursday (inclusive) or 36 hours for a 6 day week during Ramadan.

The working hours provisions presume that the employee is working a 6 day week. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OVERTIME Not to exceed 2 hours per day or 180 hours per year unless the work is essential for preventing the occurrence of a dangerous accident or for the repair of any breakdown or avoiding a substantial loss. Additional work periods should also not be required more than 3 times per week or 90 days per year. There is no ‘carve out’ in the Labor Law for senior executive managerial or supervisory positions in respect of the working hours and overtime provisions although we understand that in practice professional employees are often exempted from overtime provisions. WAGES At present, the minimum wage in Kuwait is KD 60 per month although there are proposals to increase this. VACATION All employees are entitled to fully paid leave for 30 days1 in each year of service. In the first year of service, employees are not entitled to take their leave until the employee has been in the service of the employer for at least 9 months. SICK LEAVE AND PAY An employee is entitled, after completing probation, to up to 75 days’ sick leave per annum payable as follows: First 15 days on full salary; Next 10 days on three quarters’ salary; Next 10 days on half salary; Next 10 day on quarter salary; and Thereafter, leave without pay for up to 30 days. MATERNITY/PARENTAL LEAVE AND PAY Female employees are entitled to maternity leave with full pay for a period of 70 days. Employees are also entitled to leave without pay for a maximum period of 4 months, to be granted upon request. There is no legal requirement to provide paternity/adoptive/parental leave in Kuwait. An employer is not permitted to terminate the employment of an employee or give the employee notice of termination while the worker is on any of the leaves permitted by the Labor Law. 1  he Labor Law does not state that annual leave is based on calendar days, however, we have been advised by the T MOSAL that the annual leave entitlement is based on calendar days and therefore equates to 22 working days. 135 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 136 W W W.DL APIPER .COM DISCRIMINATION Disability discrimination. A person with special needs is defined under the Kuwaiti Handicapped Law as “any person suffering from total or partial deficiency or disorder; permanently or temporarily in his physical, sensory, mental, communicative, educational or psychological abilities to an extent reducing the possibility of meeting his normal requirements”. Only Kuwaiti nationals with special needs have the right to work and occupy positions. Flexible working hours and suitable equipment in order to perform their work must be provided to the employee, and those employees must not face any discrimination. There are no other discrimination provisions in the Labor Law save for there is a provision which states that a female employee shall have the right to the same salary given to a male employee if she performs the same job. BENEFITS AND PENSIONS In most cases for Kuwaiti national employees and GCC national employees, the employer is required to set up (and contribute to) a pension fund. All other employees may be eligible to receive an End of Service Gratuity (“EOSG”) on termination calculated by reference to length of service unless the employer contracts out of these arrangements with their employees by providing a savings scheme or pension scheme. EOSG is reduced if the employee resigns within the first 10 years of service. DATA PRIVACY There are no clear laws in Kuwait comparable with those in the US or Europe concerning the handling and transmission of employees’ personal information and nor do any provisions address the cross-border flow of data.

However, it is advisable to seek prior written consent to the processing of personal data from the employee to the extent necessary to overcome the various privacy protections set out in Kuwait law, including the protections set out in the Kuwait Penal Code and the Kuwait Constitution. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Employees transfer through termination and rehire in an asset deal. EMPLOYEE REPRESENTATION Foreigners are not permitted to form any unions according to the Kuwaiti Labor Law. Kuwaiti nationals are allowed to form or join a labor union, and only one labor union per sector is allowed to be formed in the country (i.e. a union for engineers, union for lawyers etc.). Only associations expressly designated for an Islamic purpose, or granted legal status by the Government, are permitted to meet openly and freely. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS Termination possible on these grounds: by agreement, on the expiry of a fixed term contract, resignation, incapacity or death, dismissal with notice provided it is for a valid reason or summary dismissal (by reason of any of the grounds listed at Article 41A of the Labor Law). EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Employees on any type of leave cannot be terminated while on leave, eg employees on maternity leave or who are delayed in returning to work due to sickness resulting from pregnancy or labor cannot be terminated. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Special consideration should be given in the case of Kuwaiti nationals. MASS LAYOFF RULES None. NOTICE 3 months’ notice for monthly paid employees; 1 month’s notice for all other employees. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE None. Entitlement depends on contract terms. SEVERANCE Unless terminated under Article 41A of the Labor Law, employees are entitled to salary and benefits to the termination date, notice (or payment in lieu), payment in lieu of accrued but untaken annual leave, the cost of a flight/air ticket to repatriate the employee to their home country (unless (i) dismissal is attributable to employee and the employee has the funds to pay his/her own costs; or (ii) the employee has obtained alternative sponsorship to remain in Kuwait), an end of service gratuity payment and reimbursement of unpaid business expenses. In case of employer termination, the end of service gratuity for monthly paid employees is calculated at 15 days’ pay per year for each of the first 5 years of service; and 1 month’s pay for each additional year of service thereafter. Where the employment is terminated by the employee, the employee is entitled to the following: • after 3 and up to 5 years’ continuous service, 50% of the severance pay as calculated above; • after 5 years’ continuous service, two thirds of the severance pay as calculated above; and • after 10 years’ continuous service the full entitlement to severance pay as calculated above. The total end of service gratuity entitlement an employee can receive is capped at one and half years’ salary. 2  he Labor Law only sets out the employee’s entitlement to an end of service gratuity in the case of a resignation in T respect of unlimited contracts, however, we have been advised by the MOSAL that the same entitlements will apply to employees that resign from limited term contracts. 137 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 138 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS It is permissible to have restrictive covenants contained in the contract of employment, provided that the employee has become acquainted with the employer’s clients or the secrets of the business and the covenants are reasonably drafted in relation to their duration, geographic scope and the nature of the business to be protected. Parties are permitted to include a liquidated damages clause in the contract of employment as it is generally not possible to obtain an injunction in Kuwait, however any such penalty should not be exorbitant. NON-COMPETES Typically no longer than 12-24 months CUSTOMER NON-SOLICITS Typically no longer than 12-24 months EMPLOYEE NON-SOLICITS Permissible. WAIVERS Waiver agreements are commonly used but their enforceability has not been tested by the Kuwait courts and there is no system of precedence in Kuwait. REMEDIES DISCRIMINATION Not applicable. ARBITRARY DISMISSAL There is no cap on the award for arbitrary dismissal; however, awards higher than 3 months’ pay are uncommon in most cases. FAILURE TO INFORM AND CONSULT Not applicable. CRIMINAL SANCTIONS Criminal sanctions can be imposed for a variety of reasons, including but not limited to the setting up of a trade union, breach of health and safety obligations, breach of immigration laws, breach of data protection laws and breach of confidentiality. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA LUXEMBOURG LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Member of the European Union (“EU”), so required to implement relevant EU directives. Euro (EUR) French, German and Luxembourgish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Luxembourg with proper payroll registrations, subject to doing business and corporate tax considerations. Income tax and the employee’s portion of the social security contributions are withheld from the remuneration paid out by the employer. The rate of the social security contributions is from 25.07% to 27.23% (minimum of 24.6% plus a surplus depending upon the absentee rate within the company). The employee’s portion is 12.15% of this total amount. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Reference and education checks are common and permissible with the applicant’s consent.

For the purpose of human resources management and recruitment, the employer may request any applicant to provide a criminal record and may process the data collected for a period of time which may not exceed 24 months. IMMIGRATION Nationals of the European Economic Area (“EEA”) and Switzerland have the right to work in Luxembourg. The Croatian citizens may freely reside on the Luxembourg territory. However, their access to employment in Luxembourg remains subject to a work permit until July 1, 2015. Third country nationals will need to apply for a residence permit with authorization to work. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

Part-time and fixed-term employees have the right not to be discriminated against due to their status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the employer or via a personal services company. Engagement may be subject to misclassification exposure if a relationship of subordination is demonstrated. 139 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 140 W W W.DL APIPER .COM AGENCY WORKER Agency workers are common. Temporary lending of workforce is subject to specific conditions and non-discrimination rules. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS A written contract is required, and must be entered into for each employee no later than the date an employee commences work. PROBATIONARY PERIODS Trial period may be set for a minimum of 2 weeks up to a maximum of 12 months. 3-6 months common. POLICIES No specific policy is mandatory. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party, except for young employees under age 18. LANGUAGE REQUIREMENTS There is no specific requirement as far as the language is concerned, but the contract must be in a language understood by all the parties. English is commonly used and accepted by the courts. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 40 hours per week limit on working time. OVERTIME Over-time is compensated either with time off equivalent to the excess hours worked (for each over-time hour, 1.5 hours’ time off or allocated to a time saving account) or with a supplementary payment of 40%. Over-time payment is not required for senior executives. WAGES EUR 1,921.03 minimum wage per month for unqualified employees and EUR 2,305.24 per month for qualified employees.

A “qualified employee” is one who holds (i) an official certificate at least equivalent to a vocational skills certificate; or (ii) a vocational diploma; or (iii) a manual skills certificate; or (iv) a certificate of vocational ability and has at least 2 years’ practical experience;or (v) a vocational initiation certificate and has at least 5 years’ practical experience. Certain other employees may also be categorized as “qualified” even if they have no official certificate, subject to having accrued sufficient years of practical professional experience. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 141 W W W.DL APIPER .COM VACATION 25 days per year (plus public holidays). SICK LEAVE AND PAY An employer must continue to pay the employee in case of sickness leave due to illness or an occupational accident and must do so until the end of the month during which the 77th day of sickness leave occurs, over a reference period of 12 successive months. As from the month following the 77th day of sickness leave, the National Health Fund (Caisse Nationale de Sante – CNS) pays sickness benefits to the employee on sickness leave. MATERNITY/PARENTAL LEAVE AND PAY Maternity leave starts 8 weeks before the expected date of delivery and continues for 8 weeks after the actual date of delivery and may be extended by 4 weeks if the employee breastfeeds her child. During maternity leave the employee is paid by the National Health Fund (Caisse Nationale de Sante – CNS). Maternity allowances cannot be lower than the social minimum wage (gross amount of EUR 1,921.03 per month as of October 1, 2013) and do not exceed 5 times the social minimum wage (gross amount of EUR 9,605.13 per month as of October 1, 2013). During parental leave (either full-time for up to 6 months or half-time for up to 12 months), the employee receives a fixed allowance paid by the CNPF (Caisse Nationale des Prestations Familiales). DISCRIMINATION Discrimination on the grounds of religion or belief, disability, age or sexual orientation, racial or ethnic origin and sex are prohibited with regard to access to employment, access to all types and levels of vocational guidance, employment and working conditions, and membership of and involvement in an organization of workers or employers. BENEFITS AND PENSIONS Employers have no legal obligations to provide complementary/supplementary social benefits in addition to the social coverage provided for by the social public scheme. DATA PRIVACY Employees generally must be notified of personal data processing, and in certain cases, give consent. Certain types of data processing are, however, exempt from notification while others are subject to prior authorization. Special rules apply to data transfers.

The Labor Code provides that processing employees’ personal data for the purpose of workplace supervision Laboris only possible if it is necessary to (i) protect health and safety; (ii) protect company property; (iii) control motorised production processes; (iv) control production or performance where this is necessary to assess the amount of remuneration; (v) implement flexitime. The Labor Code also provides the joint works council with a positive right of decision on any personal data processing in relation to monitoring employee behaviour or performance or matters affecting employee health and safety. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 142 W W W.DL APIPER .COM RULES IN TRANSACTIONS/BUSINESS TRANSFERS In case of business transfers falling under the scope of the EU Acquired Rights Directive, as implemented in Luxembourg, all employment contracts existing at the date of the transfer have to be maintained with the new employer. All employees’ rights are maintained and transferred to the transferee. Duty to inform and consult the employees’ representatives. Any dismissal connected to the transfer would be unfair unless for an economic, technical or organizational reason. EMPLOYEE REPRESENTATION Trade Union: Employees as well as employers are organized on a voluntary basis into a number of trade unions, trade and professional federations. Membership is optional. Staff Delegation: A staff delegation must be set up in every business in the private sector with at least 15 employees. Work Council: Every business employing at least 150 employees over a 3 year period must set up a work council. TERMINATION GROUNDS Termination permissible with immediate effect for gross misconduct or with notice for real and serious cause connected with the employees’ attitude, aptitude or for operating needs of the business (“economic ground”). EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS Employee representatives, employees who have duly notified their incapacity to work, pregnant women, employee during parental leave, etc. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS No third-party approval is required for termination. However, if an employer proposes to dismiss an employee who is a member of the joint works council, prior consent of the works council is required.

If the works council does not agree to the dismissal, authorization to dismiss must be granted by the labor court. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MASS LAYOFF RULES •  Any employer contemplating dismissing at least 7 employees within a period of 30 days, or 15 employees within a period of 90 days for one or more reasons not related to the employees is required to follow the procedure applicable to mass layoffs. •  The employer must enter into prior negotiations with the employee representatives in order to come to an agreement in respect of the establishment of a social plan. Before negotiations start, the employer must inform the employee representatives in writing of the proposed collective dismissal and provide them with information thereon. Any dismissal notified before a social plan is signed is deemed null and void. NOTICE The notice period (which are not applicable in case of terminations due to gross misconduct) depends on the length of service: Less than 5 years: 2 months. Between 5 and 10 years: 4 months. More than 10 years: 6 months. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No statutory right to pay in lieu of notice. The employee can be exempt from work during the notice.

During the release, the employee is entitled to the same remuneration and benefits as if he or she was working. SEVERANCE The amount of the severance depends on the length of service and varies from 1 to 12 months. Not applicable for terminations for gross misconduct. POST-TERMINATION RESTRAINTS NON-COMPETES Non-compete clause must be in writing, and is deemed null and void when the employee signing the contract of employment is under 18 years of age and/or if the employee’s annual remuneration when he or she leaves the employer does not exceed a certain amount. The non-compete clause is only effective if the restriction: (i) applies to a specific professional sector and to similar activities to those carried out by the former employer (ii) does not exceed 12 months, and (iii) is limited to a geographical area where the employee would be in a position to effectively compete with his former employer. CUSTOMER NON-SOLICITS Valid under Luxembourg law. EMPLOYEE NON-SOLICITS Valid under Luxembourg law. 143 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 144 W W W.DL APIPER .COM WAIVERS Waivers are enforceable if they refer to rights which had arisen at the time of the waivers. REMEDIES DISCRIMINATION Uncapped compensation, based on the claimant’s financial loss and injury to feelings compensation. Imprisonment of up to a minimum of 8 days and a maximum of 2 years and a fine between EUR 251 and EUR 25.000. UNFAIR DISMISSAL In case of dismissal with notice, the employee is entitled to compensation for moral damages and financial damages. In case of dismissal for gross misconduct, the employee is entitled to a pay in lieu of notice and a severance pay in addition to the compensation for moral and financial damages. FAILURE TO INFORM AND CONSULT Criminal sanctions if the employer does not inform/consult or negotiate with the employees’ representatives when required. Prosecution is rare. CRIMINAL SANCTIONS None. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MEXICO LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Mexican Peso (MXN). Spanish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in Mexico without setting up a branch or subsidiary. Proper payroll registrations are required.

Social Security, Tax, and Union contributions withholdings may apply, depending on the employee’s category and income. PRE-HIRE CHECKS REQUIRED Immigration compliance. PERMISSIBLE Under Mexican law, there are few restrictions on an employer’s right to request substantiating documents and confirm the information provided by the applicant regarding his or her education, health condition, finances, drug use, family situation and criminal background. Employers have broad flexibility with regard to the questions that may be asked during the application process. Criminal background checks are permissible; however, only the employee itself can request such information from the corresponding authority. Credit checks are not common in Mexico, since there is no specific procedure established by law for employers to obtain credit information. Reference and education checks are common and permissible with applicant consent. IMMIGRATION A foreign national requires an immigration document (temporary visa) authorizing such foreign national to live and work in Mexico.

Such visas are valid for I year and renewable for up to 4 additional periods, after which time the holder may apply for a permanent visa. It is the employer that must file a visa application with the Mexican immigration authorities. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, training, part-time and seasonal or intermittent. Fixed-term agreements can only be executed under very specific circumstances (e.g., temporary replacement of an employee on maternity leave). INDEPENDENT CONTRACTOR Independent contractors may be engaged.

Specific rules (“judicial criteria”) must be followed in order to reduce misclassification exposure. 145 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Agency workers can be hired only for activities different from the core business of the company receiving such services. Otherwise, the company receiving the services could be considered the employer and/or could be subject of monetary sanctions. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Written employment agreement must be executed. PROBATIONARY PERIODS Employees hired pursuant to an indefinite employment agreement or a fixed-term agreement of at least 180 days can be hired subject to a probationary period of up to 30 days, extendable by up to 180 days if the employee is hired as an executive, manager or director or fills an administrative position. POLICIES Depending on the number of employees, written training and productivity policies (that is, policies addressing training and productivity/professional development plans) as well as health and safety policies are mandatory, and must be reviewed annually. An internal work policy may be issued in order to cover the general rules to be followed in the company and the expected conduct at the work place. THIRD-PARTY APPROVAL Labor board approval of the employment relationship is required if the employee is 14 to 18 years old or if the employment agreement is executed under Mexican law, but the activities are performed abroad. LANGUAGE REQUIREMENTS No statutory requirements, however, Spanish is always recommendable, since any Mexican authority will require any employment document to be in Spanish or translated into Spanish. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS Up to 48 hours a week for work day shifts, 42 hours a week for night shifts, and 45 hours a week for mixed shifts. Employees must have at least I paid day off every 6 days.

Common business practice in Mexico for employees to work 48 hours per week distributed among 5 days. OVERTIME An employee may not be required to work more than 3 hours more than the number of hours in the statutory work day during a given shift, or more than 9 hours in a given week. An employee working overtime on a given day is entitled to a double compensation for each hour of overtime. In the event the employee works more than 9 hours overtime in a given week, the employee is entitled to triple the applicable hourly wage for each hour of overtime. 146 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA WAGES The minimum wage is established by geographical areas and/or for specific professions or specific fields (professional). There are two geographical areas for purposes of determining minimum wage: (i) geographical area “A” for 2015 is MXN 70.10 per day; (ii) geographical area “B” for 2015 is MXN 66.45. The minimum wage is usually increased annually in accordance to the IN PC (National Consumer Price Index). VACATION An employee who has worked for more than 1 year is entitled to at least 6 days of paid vacations. The number of mandatory vacation days increases by 2 working days for each following year until it reaches 12 vacation days. Thereafter, the vacation period increases by 2 days every 5 years of service. SICK LEAVE AND PAY If an employee cannot work due to illness or an accident, the employee must obtain a medical authorization from the Mexican Social Security Institute in order to get paid for the days during which the employee could not attend work. MATERNITY/PARENTAL LEAVE AND PAY Women have the right to 6 weeks of paid leave prior to the birth of a child and 6 weeks following the birth of a child.

Women can allocate up to 4 of the 6 weeks of the pre-birth leave to the post‑birth leave period. If a child is born with disabilities or requires medical attention, the postbirth paid leave may be extended by up to 2 additional weeks. In case of adoption, female employees are entitled to 6 weeks of paid leave following placement of the child. A male employee is given 5 business days of paid paternity leave when his spouse gives birth or he has adopted a child. DISCRIMINATION Employers may not discriminate against employees or job candidates on the basis of: age, ethnic origin/race, sex, citizenship, disabilities, health conditions, religion, opinions, sexual orientation, marital status, or any other criteria. BENEFITS AND PENSIONS The Social Security Law regulates employer, employee, and government participation in different federal social benefit programs through the Mexican Institute for Social Security (Institute Mexicano del Seguro Social (“IMSS”)). Registration of an employee with the I MSS relieves the employer from the following risks and obligations: (i) work-injury related risks, (ii) health and maternity insurance, (iii) disability pension and life insurance, (iv) retirement, advanced age and pension and (v) child care and social benefits. Companies must set aside 10% of their taxable income for employee profit sharing, in accordance with the rules established in the Mexican Income Tax Law. 147 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY To process personal data, data controllers must provide a privacy notice to the affected employees prior to the collection and processing of such personal data. In the case of data transfers, the privacy notice must contain the name of the transferee or the person to whom the information is transferred. All transfers of personal data to domestic or foreign third parties must be pre-approved by the data subject/employee. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Employment transfers may be implemented via an employer substitution letter. Transferred employees are entitled to receive at least the same benefits and perform their work subject to the same terms and conditions as before the transfer.

The employer who has been substituted will be jointly responsible with the new employer for a period of 6 months. EMPLOYEE REPRESENTATION Trade unions are prevalent in certain sectors, sugar, railway, automotive, and mining industry as well as the public sector (specially education and energy). Employers with more than 20 employees may have a union. There are no works councils or other employee representatives. TERMINATION GROUNDS An employer may rescind their employment relationship without incurring any liability if any of the justified “causes” established by law is given, which are mostly based on misconduct. The employer can also terminate employment without cause, in which case it needs to pay severance. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS If the employment relationships is suspended (e.g., an employee on maternity leave). THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS No third-party approval is required, but it is common to have employees sign a resignation letter and a waiver and release letter in front of the labor authorities. MASS LAYOFF RULES No mass layoff rules. NOTICE No notice period. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Not applicable under Mexican Law. 148 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SEVERANCE 90 days’ Integrated Salary (i.e., the last annual average of the employee’s income.), plus 20 days’ Integrated Salary for each year of services rendered, seniority premium equal to 12 days’ wages for each year of services rendered (subject to a limitation up to twice the minimum wage) and accrued benefits. POST-TERMINATION RESTRAINTS NON-COMPETES Post-termination non-compete clauses or agreements are not enforceable. However, such provisions are typically included in employment agreements because they can have a deterrent effect and even create a sense of moral obligation on the part of an employee. CUSTOMER NON-SOLICITS Post-termination customer non-solicits clauses or agreements are not enforceable. However, such provisions are typically included in employment agreements because they can have a deterrent effect and even create a sense of moral obligation on the part of an employee. EMPLOYEE NON-SOLICITS Post-termination employee non-solicits clauses or agreements are not enforceable. However, such provisions are typically included in employment agreements because they can have a deterrent effect and even create a sense of moral obligation on the part of an employee. WAIVERS Enforceable, however, employees cannot waive their right to receive mandatory benefits or rights. REMEDIES DISCRIMINATION No specific sanctions are in place. UNFAIR DISMISSAL Employer must pay the severance payment plus claimant’s unpaid wages from the day he or she was unfairly dismissed until I year thereafter, plus monthly increase of 2% of the claimant’s total amount awarded plus any proven unpaid benefit (such as overtime, bonus, commissions, etc.), plus 20 days’ Integrated Salary for each year of services rendered (this amount is only applicable in case the employee demands his or her reinstatement and the employer rejects it). FAILURE TO INFORM AND CONSULT Not applicable under Mexican law. CRIMINAL SANCTIONS Employees may be subject to criminal sanctions if they do not honor their non-disclosure agreement. Employers may be subject to criminal sanctions if they pay to their employees less than the minimum wage, or employ children under 14 years old. 149 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA NETHERLANDS LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Member of the European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR). Dutch. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Foreign entities can directly engage employees in the Netherlands, subject to doing business and tax considerations. Registration with the Dutch Tax Authorities as employer (to make mandatory payroll deductions) is required. PRE-HIRE CHECKS REQUIRED Immigration compliance.

For certain limited provisions (e.g. judges, lawyers advocaat) an applicant has to provide a recent copy proving that he or she has no criminal record that should prevent him or her from performing his or duty (verklaring omtrent gedrag). PERMISSIBLE Reference checks are common, and permissible with applicant’s consent. Other checks are only permissible in limited situations. IMMIGRATION Most of the nationals of the European Economic Area (“EEA”) and Switzerland are allowed to work in the Netherlands, although these nationals should be registered.

Other nationals shall have a proper visa that allows them to work in the Netherlands. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time, zero-hours, on-call. Fixed-term employees can gain an indefinite employment status after a certain time and cannot be discriminated against due to their status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company. The contractor shall pay taxes himself/herself. The independent contractor should provide a so-called VAR to the company (declaration of independent contractor status). Whether or not an agreement is, in fact, an employment contract firstly depends on the intentions of the parties when concluding the agreement, but also on the actual facts and circumstances and the way both parties have carried out the agreement.

If a consultancy agreement is deemed to be an employment contract, mandatory Dutch employment regulation will apply. 150 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Agency workers are common and cannot be discriminated against due to their status. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Common best practices, might depend on the requirements of the collective employment agreement, if any. PROBATIONARY PERIODS Permissible in indefinite term contracts for a maximum of 2 months. Since January 1, 2015 it is not permissible to include a probationary period in a fixed-term employment contract of 6 months or less or a probationary period of more than 1 month in a fixed-term employment contract of more than 6 months. It is not possible to deviate from this by a Collective Labor Agreement (CLA). The previous rules on probationary periods will still apply to employment contracts entered into prior to January 1, 2015. Probationary period provisions which are not in line with the new legislation, but which were included in a CLA valid on January 1, 2015, will be valid until the earlier of July 1, 2016, or the end date of the CLA. POLICIES Optional. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS No statutory requirements, although the employer must make sure that the employee understands the relevant provisions. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All WORKING HOURS Contractual not over 40 hours/week. OVERTIME No statutory obligation to provide pay for overtime worked, as long as pay overall does not fall below the statutory minimum.

Collective employment agreements might set different obligations. WAGES Depends on the employee’s age. 151 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 152 W W W.DL APIPER .COM VACATION Based on a (full time) 40 hour/week: 20 days per year, excluding public holidays. SICK LEAVE AND PAY In case of occupational disability, an employer must pay 70% of the most recent gross salary plus holiday allowance to the employee for up to 2 years. The amount of pay cannot, however, exceed the maximum daily pay rate set out in legislation and must not be below the statutory minimum wage rate. MATERNITY/PARENTAL LEAVE AND PAY 16 weeks maternity leave, right to return to work. 2 days of paid – and 3 days of unpaid paternity leave. During the maternity leave, the employee is entitled to a maternity allowance.

The employer continues to pay the full salary of the employee. However, the Employee Insurance Agency reimburses a part of the regular salary to the employer (with a maximum daily wage of EUR 199 as of January 1, 2015). Statutory possibility of unpaid parental leave during a part of the working week, during a certain amount of time before the youngest child turns 8 years old. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation. BENEFITS AND PENSIONS Additional contractual pension rights are often provided to employees.

However, no statutory benefits are required above those covered under social insurance contributions. This might be different under various collective employment agreements. DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, give consent). Registrations with the Information Commissioner are required.

Special rules apply to data transfer outside the EEA. Significant restrictions on monitoring email and internet use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive/Dutch civil code in a business sale or service provision change. Significant restrictions on changing terms and conditions following a transfer.

Duty to inform and consult with employee representatives. Any dismissal connected to the transfer would be unfair unless for an economic, technical or organizational reason. Works council has the right to advise. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Trade unions are prevalent in a number of sectors. Works councils are common and have significant rights. If the company has 50 or more employees, the company is obliged to establish a works council. If there are more than 10 employees, but fewer than 50 employees, the company must create the possibility to meet with the employees twice a year.

Industry level collective bargaining agreements are common. TERMINATION GROUNDS Termination permissible on misconduct, performance, redundancy or other substantial reasons. As from July 1, 2015 a dismissal is only possible on the basis of one of the reasons specified in the Dutch legislation. EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS Members of the works council, employees on sick leave, most pregnant employees. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Employers do not need any third-party approval for immediate termination for cause. In all other situations, employers must either seek approval of the Dutch Employee Insurance Agency (UWV) or request a court to dissolve the employment agreement. Mutual terminations are and are likely to remain common. MASS LAYOFF RULES Yes, strict information and consultation rules apply in situations where 20 or more employees are to be made redundant over a period of 3 months’ or less. NOTICE The notice period that an employer must provide can either be contractually agreed or will depend on the employee’s length of service on the day the notice of termination is given.

An employment contract which has been in effect: • for less than 5 years requires 1 month’s notice; • between 5 and 10 years requires 2 months’ notice; • between 10 and 15 years requires 3 months’ notice; • for more than 15 years requires 4 months’ notice. With the consent of the employee, employers can, but are not required to, make a payment in lieu of notice. . STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. 153 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 154 W W W.DL APIPER .COM SEVERANCE From July 1, 2015, severance pay will be paid by way of a so-called transition payment. A transition payment will be due where the employment has lasted at least 2 years and the amount will be based on years of service – 1/6 of one month’s salary for every 6 months for the first 10 years of service and 1/3 of one month’s salary for every 6 months over 10 years of service. The maximum transition payment amount will be EUR 75,000, or, where an employee earns over EUR 75,000 per annum. a maximum of one year’s salary. Until July 1, 2015, severance pay will be based on the “court formula”, taking into account years worked, age of the employee and the culpability of the employer and employee in terms of the dismissal.

This formula tends to lead to a significantly higher, and uncapped, amount of severance WAIVERS Enforceable, but employees must be given time to consider and to seek legal help. REMEDIES DISCRIMINATION Compensation depends on damages. UNFAIR DISMISSAL Employee can obtain a court order to be allowed back to work. If not, usually a higher c-factor applies to severance payment. FAILURE TO INFORM AND CONSULT Works council can litigate any decision of the company, that is, file an appeal with the Enterprise Chamber and request revocation of the company’s decision. CRIMINAL SANCTIONS Criminal sanctions are not generally a concern. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 155 W W W.DL APIPER .COM NORWAY LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Norwegian Kroner (NOK). Norwegian. CORPORATE PRESENCE REQUIREMENTS & PAYROLL SET-UP Any entity conducting business activity in Norway has both a duty and a right to be registered in the Norwegian Register of Business Enterprises. Following its registration the entity will be provided with a Norwegian company registration number which among other things is necessary in order to fulfil certain statutory obligations, for example the payment of tax deductions and employer’s contributions. All employers pay statutory social security contributions to the National Insurance scheme. The common rate is 14.1%.

Norwegian employers are obliged to withhold income taxes and pay the employee’s tax to the taxation authorities. PRE-HIRE CHECKS REQUIRED Immigration compliance. For certain occupations (e.g. lawyers, accountants) a certificate of good conduct is required. PERMISSIBLE Criminal check is only permissible for specific occupations where there is legal basis for obtaining a certificate of good conduct. Reference checks and education checks are permissible with applicant’s consent. IMMIGRATION Nationals from the European Economic Area (“EEA”) have a right to work in Norway.

Other non-Norwegian nationals are generally required to obtain a residence permit in order to work in Norway. HIRING OPTIONS EMPLOYEE The main rule is that employees are to be appointed permanently. Temporary employment is permitted in specific circumstances. Part-time employees and temporary employees have the right not to be discriminated against on the basis of such status. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors may be engaged. However, independent contractors have to be sufficiently independent of the company in order not to be regarded as employees. This includes eg that the independent contractor bears the risk of the result of the work, is not restricted from also working for others, and invoices all services to the company as a registered independent contractor. AGENCY WORKER Agency work is permitted to the same extent as temporary employment. Agency workers have the right to equal treatment in relation to pay and other benefits. EMPLOYMENT CONTRACTS & POLICIES EMPLOYMENT CONTRACTS Written employment contract required.

Several minimum requirements apply to the content of an employment contract. PROBATIONARY PERIODS Permissible. Statutory limit of 6 months. POLICIES Staff rules required for industrial, commercial and office undertakings that employ more than 10 employees. THIRD PARTY APPROVAL All employees must be registered with the State Register of Employer and Employees (EE-register). LANGUAGE REQUIREMENTS No statutory requirements. Documents may be in English provided that the employees have sufficient understanding of English. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All.

For provisions regarding working hours, exceptions apply for employees in senior and particularly independent positions. WORKING HOURS Ordinary working hours must not exceed 9 hours per day and 40 hours per week. Specific rules apply for daily and weekly off-duty time, rest breaks, night work and work on Sundays. OVERTIME The employer has to pay an overtime supplement of at least 40 % of salary for work in excess of agreed working hours (9 hours per day and 40 hours per week). WAGES No statutory minimum wage. In some sectors, collective bargaining agreements that have been made generally applicable stipulate minimum wages. 156 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 157 W W W.DL APIPER .COM VACATION 25 working days (including Saturdays) per year in addition to public holidays. Employees who are turning 60 during the same year have a right to 6 additional holidays. SICK LEAVE AND PAY Statutory right to take time off for sick leave. Employees are entitled to receive sick pay for one year. Sick pay is provided by the employer for the first 16 days (at basic salary rate) and thereafter by the national insurance (up to NOK 530,220). MATERNITY/PARENTAL LEAVE & PAY Parents have a general joint right to leave of absence for a total of 12 months.

10 weeks is reserved for the father. Allowance from the government will be paid either for a period of 47 weeks at a full daily rate or 57 weeks at a reduced daily rate. Collective bargaining agreement and individual contracts of employment may contain special regulations.

In addition, parents have a right to unpaid leave for up to 12 months for each child. DISCRIMINATION Both direct and indirect discrimination is prohibited with regard to all aspects of the employment relationship. Characteristics protected from unlawful discrimination: political views, membership of a trade union, sexual orientation, disability, gender, age, ethnic origin, national origin, descent, color, language, religion and ethical and cultural orientation. Employees and applicants with disabilities are entitled to appropriate individual adaption of their workplace and tasks. BENEFITS & PENSIONS Occupational injury insurance and contributions to a mandatory occupational pension scheme are required. DATA PRIVACY Notification to the employee is required. An obligation to notify the Data Inspectorate may apply. Significant restrictions on monitoring and control of employees. Special provisions apply for transmission of data outside the EEA. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under business transfer regulations.

Rights and obligations under the employment contracts are transferred to the new employer. Restrictions on changes to terms and conditions following a transfer. Duty to inform and consult with employee representatives.

The transfer is not in itself grounds for dismissal. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Trade unions are common. Requirements for safety representatives and environments committee apply. Several obligations to consult with the employees elected representatives. TERMINATION GROUNDS Mutual agreement, expiry of a fixed-term contract, dismissal by the employer with notice, dismissal by the employer without notice and notice given by the employee. Termination by dismissal with notice is permissible if dismissal is objectively justified on the basis of circumstances relating to the undertaking, the employer or the employee. Termination by dismissal without notice is permissible if the employee is guilty of a gross breach of duty or other serious breach of the contract of employment. EMPLOYEES SUBJECT TO TERMINATION LAWS All.

The chief executive may relinquish the rights to employment protection in exchange for severance pay by prior agreement. PROHIBITED OR RESTRICTED TERMINATIONS Termination for the following reasons is prohibited or restricted: • supporting or not supporting statutory union recognition and de-recognition • trade union membership or activities or non-membership of a trade union • pregnancy or any reason connected with maternity • taking, or seeking to take, parental leave • sex or race • ethnicity, politics or religion • sexual orientation • age or handicap THIRD PARTY APPROVAL FOR TERMINATION Not required. MASS LAYOFF RULES Strict information and consultation rules apply when notice of dismissal is given to 10 employees or more within a period of 30 days for business reasons (as opposed to reasons relating to the employees). Notification to the Labor and Welfare Service required. 158 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 159 W W W.DL APIPER .COM NOTICE During the probationary period, 14 days’ notice is required. After the probationary period, the minimum statutory notice period for terminating an employment contract is 1 month. The notice period will be increased by one month for each 5 years of service, up to 10 years of service. If an employee is dismissed after at least 10 years of employment, the period of notice must be at least 4 months when given after the employee is 50 years of age, at least 5 months after the age of 55, and at least 6 months after the age of 60. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No.

All employees are entitled to work and receive full payment during the notice period. The right to notice may be waived at the time of the termination. SEVERANCE No statutory right to severance pay. However, employees often offer severance pay so the employee accepts notice. POST-TERMINATION RESTRAINTS NON-COMPETES Permissible.

Typically 12 months. CUSTOMER NON-SOLICIT Permissible. Length of restriction will depend on the circumstances. EMPLOYEE NON-SOLICIT Permissible. Length of restriction will depend on the circumstances. WAIVERS Waivers to the detriment of the employee are not valid under the Working Environment Act. However, employees may waive their rights in relation to termination of the employment relationship in a settlement agreement upon termination of the employment. REMEDIES DISCRIMINATION Right to compensation that the court deems reasonable in view of the circumstances. Compensation for financial loss. UNFAIR DISMISSAL The court must rule the dismissal invalid unless this is clearly unreasonable.

Right to be reinstated and/or right to compensation. The compensation is not capped, but compensation will often be around 1 to 2 years’ salary depending on the circumstances. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 160 W W W.DL APIPER .COM FAILURE TO INFORM AND CONSULT Failure to inform and consult will often lead to a finding that the dismissal was unfair. CRIMINAL SANCTIONS Wilful or negligent breach of the Working Environment Act by the proprietor, employer or person managing the undertaking in the employer’s stead is liable to a fine, imprisonment up to three months or both. In particularly aggravating circumstances, the penalty may be up to two years’ imprisonment. This does not apply to breach of provisions regarding appointment and termination. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OMAN LEGAL SYSTEM, CURRENCY, LANGUAGE Federal and Civil legal system – employment matters are governed by the Oman Labor Law issued by Royal Decree 35/2003 (Labor Law) (as amended). There are also relevant provisions in the Penal Code and Civil Code. Omani Rial (OR). Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP There are 3 main legal structures available to companies who wish to establish a presence in Oman. This can be achieved through a sole proprietorship, a corporate entity or through a commercial agent.

It is not possible to employ staff in Oman without an established entity. PRE-HIRE CHECKS REQUIRED Foreign employees must receive prior approval from the Ministry of Manpower and immigration authorities before they can be hired on local employment contracts. The level of background checking and screening carried out by the authorities varies according to the nationality of an individual. PERMISSIBLE Generally, employers in Oman are not able to obtain the same level of information from background checks as they can in other jurisdictions and in most cases, the employees themselves will be required to provide this information. IMMIGRATION In order to legally work and reside in Oman, all employees except GCC and Omani nationals (who require a work permit only), are required to have a residence visa and work permit under the sponsorship of their employer which must have an entity established in Oman or be sponsored by their husband in the case of a married woman. Where an employee is only required to work in Oman for a short period of time there are alternative permits and visas that may be applied for including business visit visas and mission visas. HIRING OPTIONS EMPLOYEE Unlimited or fixed-term employment contracts. If the parties to a fixed-term contract continue to honour the contractual obligations following its expiry it is renewed automatically for an unlimited period on the same terms and conditions. Part-time employment is permitted but less common and applies only to Omani nationals. 161 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR There is no concept of a consultant, unless individuals have established their own professional licence and business, due to the requirement for employees to have sponsorship which is generally obtained by the employer. AGENCY WORKER There is no general concept of an agency worker or “temp” in Oman. Some Omani owned employment agencies are licensed to provide manpower on a temporary basis who would remain under their sponsorship. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Expatriate employees are required to sign a government employment contract to obtain their work permit and residence visa. This contract is in English and Arabic. PROBATIONARY PERIODS Permissible. Maximum duration of 3 months. POLICIES Employers with more than 15 employees are required to have internal regulations which must be pre-approved by the Ministry of Manpower.

These regulations cover working hours, leave, termination etc. Further, employees should be provided with any relevant staff handbook and the employer’s policies (if applicable) on commencement of employment. THIRD-PARTY APPROVAL The government employment contract must be lodged with the Ministry of Manpower or relevant free zone authority to obtain the employee’s work permit and residence visa. Strictly speaking, any contractual changes should be notified to the Ministry of Manpower and amended on the filed standard employment contract copy. LANGUAGE REQUIREMENTS Pursuant to the Labor Law all employment contracts and records must be in Arabic.

Where a foreign language is used in addition to Arabic, the Arabic version shall prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. Additional rights are also available to young workers (those under the age of 18) and women. WORKING HOURS The Labor Law guarantees workers 2 days off per week compared to the previous 1 day minimum. To achieve this, the maximum working hours was reduced from 48 hours per week to 45 per week spread over 5 days. During Ramadan the maximum working hours per week for Muslim employees is 30 spread over a 5 day working week, Oman being the only GCC country with a 5 day working week. 162 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OVERTIME 9 hour maximum working day. Because no more than 12 hours in total may be worked on a particular day this means that overtime is capped at 3 hours per day. An employee who works overtime is entitled to basic salary per hour plus (i) 25% for extra hours worked during the working day and (ii) 50% for extra hours at night or time off equal to the amount of overtime worked. WAGES The minimum wage provisions apply only to Omani workers and are regulated by ministerial decisions. VACATION 30 days’ annual leave fully paid after completion of 6 months’ service. SICK LEAVE AND PAY Employees are entitled to 10 weeks (or 70 calendar days) sick leave per year of service (first 2 weeks on full pay, weeks 3 and 4 at 75% pay, weeks 5 and 6 at 50% full pay and weeks 7 to 10 at 25% pay). Termination during sick leave is not permitted. MATERNITY/PARENTAL LEAVE AND PAY Female employees are entitled to 50 calendar days’ maternity leave at full pay for three times during their employment. There is no concept of parental leave or pay in Oman. Employees are entitled to 6 days of emergency leave per year. DISCRIMINATION There are no discrimination laws in Oman. BENEFITS AND PENSIONS The Public Authority for Social Insurance (PASI) pays social service benefits to Omani national employees who have subscribed to the scheme. Private sector employers are therefore required to make monthly contributions to the PASI scheme. All other employees are entitled to receive an End of Service Gratuity (EOSG) on termination calculated by reference to age and length of service unless the employer contracts our of these arrangements with their employees by providing a savings scheme or pension scheme. DATA PRIVACY There are no clear laws in Oman comparable with those in the US or Europe concerning the handling and transmission of employees’ personal information and nor do any provisions address the cross-border flow of data.

However, it is advisable to seek prior written consent to the processing of personal data from the employee to the extent necessary to overcome the various privacy protections set out in applicable civil and criminal laws. 163 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Omani employees will automatically transfer to the purchaser. EMPLOYEE REPRESENTATION Yes, this is permitted under the Labor Law. TERMINATION GROUNDS Termination possible on these grounds: by agreement, on the expiry of a fixed term contract or completion of the specific project, resignation, incapacity or death, dismissal with notice provided it is for a valid reason or summary dismissal (by reason of any of the grounds listed at Article 40 of the Labor Law). EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Employees who have not exhausted statutory sick leave or who are on public holiday. In such instances, any notice of termination will not be effective until the leave or absence has ended. It is also not permissible to dismiss a female employee by reason of illness which is proved by a medical certificate to result from pregnancy or delivery and where she cannot resume work because of such illness provided that the total period of absence is not more than 6 months. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS None required. MASS LAYOFF RULES None. NOTICE 30 days’ statutory notice. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. Depends on contract terms. SEVERANCE Unless terminated under Article 40 of the Labor Law, employees are entitled to salary and benefits to the termination date, notice (or payment in lieu), payment in lieu of accrued but untaken annual leave, the cost of a flight/air ticket to repatriate the employee to their home country (unless (i) the dismissal is attributable to employee and the employee has the funds to pay his/her own costs; or (ii) the employee has obtained alternative sponsorship to remain in the Oman) an end of service gratuity payment and reimbursement of unpaid business expenses. In case of termination by the employer, the end of service gratuity is calculated based on the employee’s final salary. An employee is entitled to 15 days’ pay for the first 3 years’ of service and one month’s pay for each subsequent year. 164 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 165 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS It is permissible to have restrictive covenants contained in the contract of employment, provided that (i) the employee has become acquainted with the employer’s clients or the secrets of the business; and (ii) the covenants are reasonably drafted in relation to their duration, geographic scope and the nature of the business to be protected. Parties are permitted to include a liquidated damages clause in the contract of employment as it is not possible to obtain an injunction in Oman. NON-COMPETES Typically no longer than 6 to 12 months. CUSTOMER NON-SOLICITS Typically no longer than 6 to 12 months. EMPLOYEE NON-SOLICIT Permissible. WAIVERS Waiver agreements are commonly used but their enforceability has not been tested by the Courts. REMEDIES DISCRIMINATION Not applicable. ARBITRARY DISMISSAL As a minimum the Court must award compensation equal to 3 months’ gross salary. FAILURE TO INFORM AND CONSULT Not applicable. CRIMINAL SANCTIONS Criminal sanctions can be imposed for a variety of reasons, including but not limited breach of health and safety obligations, breach of immigration laws, breach of data protection laws and breach of confidentiality. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA POLAND LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of the European Union (“EU”). Polish zloty (PLN). Polish language. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Poland without having a local corporate presence. Engaging a Polish employee who will perform work in Poland requires registration with the social security authorities.

Income of this Polish employee will be subject to Polish income tax and social security contributions. In order to conduct business activities in Poland, a foreign entity may need to establish a local corporate presence (branch or representative office) in Poland, registered in the National Court Register. PRE-HIRE CHECKS REQUIRED Immigration compliance (requirement to obtain a work permit for foreigners originating from non‑EU and non-European Economic Area (“EEA”) countries). A statutory list of so-called regulated activities to be performed only by persons holding specific licenses or possessing certain type of education and professional experience.

Initial medical examinations to a position to confirm that there are no health reasons barring the person’s employment. PERMISSIBLE Certain limited personal data can be requested from the candidate, as specified by the Polish Labor Code. Additional information (e.g., information on criminal convictions) can be requested only if the obligation to provide this information is provided for in separate statutory provisions. IMMIGRATION Free movement of employees from all countries of the EU, EEA as well as Switzerland. In general, citizens of other countries require a work permit and a work visa (or other residence permit). HIRING OPTIONS EMPLOYEE Employment relationship under: an open-ended employment contract or fixed-term employment contract (contract for a definite period, for the completion of specified task, for substitution or probationary period); part-time and full-time.

Part-time and fixed-term employees cannot be discriminated against. INDEPENDENT CONTRACTOR A person engaged under civil law agreement is not an employee in the meaning of the Polish labor law. Nevertheless, a contractor will be deemed to be an employee (irrespective of the formal name of the contract between parties) if an individual is engaged under the other party’s supervision and subject to control of the place, hours of work and the manner of performance. 166 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Temporary work is widely used for short periods of employment, in order to cover the absence of permanent employees or to perform seasonal works. Over a period of 36 successive months, the temporary work agency (which is the formal employer and must be entered into a register of work agencies) can send an employee to perform work for the single user-employer for a total period not exceeding 18 months. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS An employment contract must be concluded in writing, however, the validity of a contract of employment does not depend on the form. An employment contract must include basic employment information such as: (I) the par-ties to the employment contract, (2) the type of employment contract, (3) the date of concluding the employment contract, (4) the conditions of work and pay including in particular type of work (job position), the place of performance of work, remuneration, amount of working time and the date of the commencement of work. Provisions of employment contracts cannot be less favorable to an employee than the provisions of the Polish labor law or else they are null and void. PROBATIONARY PERIODS An employment contract for a probationary period is a separate employment contract which can precede other types of employment contracts. A probationary period cannot be longer than 3 months and can be concluded only once between a given employer and an employee. POLICIES Statutory requirement to adopt workplace and remuneration regulations by employers engaging at least 20 employees, not covered by a CBA. The content of the workplace and remuneration regulations must be agreed with the trade unions (if operating at the entity). Employers with at least 20 employees on the first day of each calendar year (i.e., 20 full-time positions or their equivalent) are obliged to create a company social benefits fund to allocate money for financing the employer’s social activities and adopt regulations on awarding benefits from this fund. THIRD-PARTY APPROVAL No requirement to obtain a third-party’s approval. LANGUAGE REQUIREMENTS Statutory requirement to draft employment-related documents in Polish in order for them to be binding.

Possibility to prepare these documents in a bilingual (e.g. Polish-English) version, however, in the case of any discrepancies, the Polish version will prevail. 167 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 168 W W W.DL APIPER .COM MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All employees. WORKING HOURS Standard (basic) working time may not exceed 8 hours per day and an average of 40 hours over an average 5 day working week within the adopted settlement period not exceeding 4 months. It is also possible for an employer to introduce a 12-month settlement period for each working time system it uses, if this is justified by objective or technical reasons and the organization of working processes. Polish labor law provides also for other systems of working time where the daily and weekly standards are different from the basic working time system. A recent amendment to the provisions on working time allows the introduction of “flexible working hours”.

An employer is able to specify different times for the working day to start or can let the employee decide (within the confines of a period indicated by the employer) what time they begin work. An employee’s weekly working time, together with over-time work, cannot exceed an average of 48 hours in a given settlement period. In general, an employee must be granted at least 11 hours of uninterrupted rest each day and 35 hours of uninterrupted rest per week.

Work on Sundays and public holidays is permissible only in the cases enumerated in the Polish Labor Code. OVERTIME Statutory restrictions on the permissible number of hours of over-time work. An employer cannot instruct some groups of employees to work over-time (e.g., pregnant employees). The over-time work can be compensated by paying an allowance (in addition to a standard remuneration) in the amount specified by the Polish Labor Code (50% or 100% of remuneration) or granting time off from work. WAGES Statutory minimum wage whose amount is established each year— for 2015 the minimum wage amounts to PLN 1,750. Remuneration in the first year of employment cannot be lower than 80% of the minimum wage. VACATION 20 or 26 days (after 10 years) of holiday leave depending on the total years of service.

The years of service include all previous employments and years of education (ending with graduation) specified under statutory law. Special rules apply to an employee beginning work for the first time. Additionally, an employee is entitled to 13 public holidays. SICK LEAVE AND PAY In general, for the period of total of 33 days (14 days in case of employees over 50 years of age) in the calendar year of incapacity to work due to illness, an employee is entitled to a sick pay from his/her employer in amount of 80% of remuneration. Starting from the 34th (15th) day of incapacity to work, an employee is entitled to a sickness benefit paid by the Social Insurance Institution (ZUS).

In principle, the sickness benefit amounts to 80% of the employee’s remuneration. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 169 W W W.DL APIPER .COM MATERNITY/PARENTAL LEAVE AND PAY Special protection against dismissal of pregnant employees and employees using maternity, paternity, parental or childcare leave. Basic maternity leave for a female employee is 20-37 weeks, depending on the number of children born. An employee-father is entitled to 2 weeks of the paternity leave to be used before the child reaches 12 months. Directly after using the basic maternity leave, an employee (mother or father) can apply for an additional maternity leave that amounts to 6 or 8 weeks (depending on the number of children born). Employees can apply for 26 weeks’ parental leave (the length of this leave is not dependent on the number of children born). This leave can be used by both parents at the same time and can be divided into parts. An employee engaged for at least 6 months is entitled to childcare leave of up to 36 months, to be used before the child reaches 5.

Each parent has the exclusive right to I month’s childcare leave – this right cannot be transferred. Childcare leave can be combined with employment or training by the current or another employer; parents can use the childcare leave at the same time for 4 months and divide the leave in 5 parts. Alternatively, an employee may file a request to reduce his/her working time to no less than 1/2 of the full amount of working time within the time during which he/she could have benefited from such leave. For the period of the maternity leave (basic and additional), the paternity leave and the parental leave, an employee is entitled to a maternity benefit paid by ZUS.

No benefits or salary are granted to an employee using childcare leave. DISCRIMINATION Any discrimination of employees is prohibited. Provisions of employment contracts that infringe the principle of equal treatment are null and void and the statutory provisions apply instead. Where there are no appropriate regulations, the infringing provisions should be replaced with appropriate provisions. BENEFITS AND PENSIONS The state social system provides for health insurance and pension coverage.

Apart from the common pension system, an employer can voluntarily run a private pension scheme for its employees. After the reform of the pension system, the retirement age will be increased gradually and finally everybody (both women and men) should work until 67. DATA PRIVACY An employer is obliged to respect its employees’ dignity and other personal rights, including their privacy and the confidentiality of the content of employees’ private correspondence. There are no specific regulations on the protection of employees’ privacy at work. The Polish Labor Code sets forth specific rules regarding collecting and processing personal data of the candidates and the employees, in particular lists the type of data that can be requested by the employer.

In matters not regulated by the Labor Code, general rules on data protection provided for in the Act on Protection of Personal Data apply. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer of employees under the EU TUPE Directive and the Polish Labor Code. The transferor and the transferee are jointly and severally liable for the obligations resulting from the employment relationships that arose before the transfer of a part of an under-taking. They have certain information and consultation obligations towards the employees and the employees’ representatives (trade unions and works council). A transferred employee has the right to terminate his/her employment relationship within 2 months of the transfer date, without notice, providing 7 days’ prior notice. Termination according to this procedure has the same legal effect as if the employment relationship was terminated with notice by an employer.

Dismissal solely due to transfer is unlawful. The transferee is obliged to apply any CBA adopted by the transferor and applicable to the transferred employees for a period of I year after the transfer date, unless the transferee applies more favorable conditions than those resulting from this CBA. EMPLOYEE REPRESENTATION Trade unions: A single-establishment trade union can be formed either as (I) a unit of a nationwide trade union or as (2) a new, separate trade union organization, upon a resolution on its establishment, passed by at least 10 persons entitled to establish trade unions. All employees are entitled to form and join trade unions.

Nobody may be discriminated against for being or not being a member of a trade union. Trade unions represent all employees irrespective of their membership. In individual matters, trade unions solely represent the rights and interests of their members or of unassociated employee upon his/her request. Employers have multiple, various obligations towards the trade unions operating at their entities.

Trade unions are granted certain rights, in particular the trade union leaders enjoy special protection against dismissal. Works council: Employees’ representative body elected by the employees that may be established within a company that engages at least 50 employees, excluding state enterprises, mixed-capital entities engaging at least 50 employees, and public movie institutions. The employer has an obligation to inform and consult with its works council in matters specified by law. Special protection against dismissal for works council’s members. TERMINATION An employment contract can be terminated by mutual agreement of the parties, with notice, with immediate effect (for cause or without any employee’s fault), after a lapse of the period it has been concluded for (fixed-term employment contracts) or upon completion of the task it was concluded for (in a case of an employment contract concluded for the completion of a specified task). Polish law sets forth detailed rules regarding the unilateral termination (with notice and with immediate effect) served by both an employer and an employee.

These rules vary depending on the type of employment contract. GROUNDS An employer that terminates the open-ended employment contract or terminates the employment with immediate effect must specify the reasons for termination which must be concrete, justified and real. A termination letter must include all the reasons for termination as it is not possible to raise further grounds before the court. In case of termination with immediate effect, Polish law enumerates the reasons for termination. 170 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEES SUBJECT TO TERMINATION LAWS Polish law provides for general protection against dismissal (granted to all employees engaged under open-ended contracts) and special protection against termination (due to employee’s life situation or role he/she holds). RESTRICTED OR PROHIBITED TERMINATIONS Statutory limitations of an employer’s right to unilaterally terminate the employment relationship with some groups of employees due to their life situation (e.g., due to pregnancy, when using maternity leave, paternity leave, parental leave and childcare leave, during sick leave) or function they hold (e.g., trade union leaders, works council members). THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS In case of the protected employees, the restriction on termination may require the employer to seek consent of certain bodies for the termination of employment (e.g., trade union’s consent for summary dismissal of pregnant employee or terminating the employment relationship with a member of the trade union’s board; consent of the works council for the termination of employment with its member). In case of termination of an open-ended employment contract with notice or termination with immediate effect with an employee represented by the trade union (as its member or upon his/ her request), it is necessary to notify the trade union in writing on the intended termination and its grounds. The trade union’s opinion is not binding for the employer. MASS LAYOFF RULES Special procedure of termination in case of collective redundancies, applicable to employers engaging at least 20 employees terminating employment on grounds not related to individual employees. Collective redundancies cover the dismissal of at least: •  employees in entities normally employing less than 100 employees; 10 •  10% of the employees in entities normally employing at least 100, but fewer than 300 employees; and • 30 employees in entities normally employing at least 300 employees. NOTICE The length of the notice period depends on the type of employment contract and, in case of open‑ended employment, the years of service by a given employer. The maximum statutory notice period is 3 months.

Parties can agree on the notice period longer than the statutory one. No notice period must be observed by termination by mutual agreement or termination with immediate effect. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Pay in lieu of notice: inadmissible. Only if the termination of an open-ended employment contract is due to employer’s bankruptcy or liquidation or other reasons not related to the employee, the 3 months’ notice can be shortened up to 1 month and the employee is entitled to compensation equal to salary for the outstanding notice period. Garden leave: permissible for the period of notice, provided that an employee retains the right to his/her standard remuneration and benefits. 171 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SEVERANCE In general, an employee is not entitled to severance pay, unless the parties agree otherwise. Only in case of the collective redundancies or an individual termination of employment made exclusively due to reasons not related to the employee (only by employers engaging at least 20 employees), an affected employee is entitled to severance pay which is fixed on the basis of the period of employment by the employer. The amount of the statutory severance pay is equal to the employee’s I-3-months’ salary and cannot exceed 15 times the minimum wage. POST-TERMINATION RESTRAINTS Post-termination restraints, in particular the confidentiality obligation, result from the statutory provisions or are imposed on the employee upon the separate agreement between the parties. Contractual post-termination covenants are relatively common in Poland in relation to employees who, during their employment, have access to particularly important information (e.g., senior executives). NON-COMPETES Parties to an employment relationship can enter into a non-compete agreement which will be effective either during the term of employment, as well as after the employment relationship has ceased. A non-compete agreement must be concluded in writing in order to be valid. A non-compete agreement effective after the termination of employment must specify the period of prohibition of competition, the scope of the non-compete restriction and the amount of compensation due to the employee.

The compensation must not be lower than 25% of the remuneration received by the employee prior to the termination of the employment relationship for a period corresponding to the period of validity of the prohibition of competition. Polish law allows such compensation to be paid in monthly installments. CUSTOMER NON-SOLICITS Statutory prohibition to induce the employer’s clients to terminate, not to fulfill or improperly fulfill the contractual duties with an aim for the inducing person to gain benefits for him/herself or for a third-party or to cause damage to the employer. EMPLOYEE NON-SOLICITS Statutory prohibition to induce the person performing work for the employer not to perform or improperly perform his/her contractual duties with the aim for the inducing person to gain benefits for him/herself or for a third-party or to cause damage to the employer. WAIVERS Waiver of the statutory rights is ineffective and is not enforceable in Poland. REMEDIES DISCRIMINATION An employee or a candidate can claim compensation of at least the statutory minimum wage. 172 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 173 W W W.DL APIPER .COM UNFAIR DISMISSAL In case of unlawful or unjustified termination with or without notice, an employee can claim reinstatement to work on the previous conditions or compensation in the limited amount specified in the statutory regulations. In case of reinstatement, an employee can also claim remuneration for the period of being out of work in the limited amount specified by the Polish law. In case of unjustified termination without notice served by the employee due to the employer’s fault, an employer can claim compensation in limited amount specified by law. FAILURE TO INFORM AND CONSULT Failure to inform or consult a works council or a trade union where such notification or consultation are required by law (e.g., transfer of undertaking) is subject to criminal sanctions (fine or restriction of liberty). CRIMINAL SANCTIONS An employer may be punished with a fine in amount between PLN 1,000 to 30,000 for committing the offences specified in the Polish Labor Code which relate to the employer’s basic obligations. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA QATAR LEGAL SYSTEM, CURRENCY, LANGUAGE Federal and Civil legal system – employment matters are governed by Law No. 14 of 2004 (the Labor Law) (as amended). There are also relevant provisions in Law No (4) of 2009 (Sponsorship Law). Companies established in the Qatar Financial Centre (QFC) will be governed by QFC laws and regulations with the primary employment law provisions being contained in QFC Regulation 10 – Employment Regulations and QFC Regulation 11 – Immigration Regulations. This guide focuses on the State labor laws. Qatari Riyal (QAR).

Official language is Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in Qatar. It would always need to have at least a branch or representative office to even engage a local national as such an individual would still require to be registered with the labor department. At present employees working in Qatar are not subject to income tax and therefore there are no tax withholding obligations imposed on the employer. There are also no social security/insurance requirements save for in respect of certain companies who are required to contribute to the local General Retirement and Pension Authority on behalf of their local Qatari national employees. PRE-HIRE CHECKS REQUIRED Foreign employees must receive prior approval from the labor and immigration authorities before they can be hired on local employment contracts. The level of background checking and screening carried out by the Qatar authorities varies according to the nationality of an individual.

We are not aware of the same level of checks being carried out in respect of local nationals. In some cases, (depending on the nature of the role) as part of the work permit/labor card process, employees will be required to provide an attested copy of their degree/high school certificates to the Ministry of Labor so if the employee is not telling the truth, the certificates will not be attested. PERMISSIBLE Generally, employers in Qatar are not able to obtain the same level of information from background checks as they can in other jurisdictions and in most cases, the employees themselves will be required to provide this information. For example: •  Criminal Record – In Qatar, police checks or ‘Certificates of Good Conduct’ can only be obtained by the individual from the Qatar Central Intelligence Department (“CID”). To obtain the Good Conduct Certificate, the individual, if a foreign national will need to obtain police clearance from his home country and provide this clearance to the CID. •  Employment – There is provision in the Labor Law for employers to provide all employees with a certificate of service if requested, so candidates should be asked to verify employment history. 174 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA IMMIGRATION In order to legally work and reside in Qatar, all employees except Qatari and GCC nationals (who require a work permit only) are required to have a residence visa and work permit under the sponsorship of their employer (which must have an entity established in Qatar) or their husband in the case of a married woman. Where an employee is only required to work in Qatar for a short period of time, there are alternative permits that may be considered although suitability will depend on the type of work to carried out. HIRING OPTIONS EMPLOYEE Unlimited or fixed term. Part time employment is legally possible but is not common. INDEPENDENT CONTRACTOR There is no concept of a consultant, unless individuals have established their own professional licence and business, due to the requirement for employees to have sponsorship, which is generally obtained by the employer. AGENCY WORKER There is no general concept of an agency worker or “temp” in Qatar. Some Qatari owned employment agencies are licensed to provide manpower on a temporary basis but the individual would remain under their sponsorship. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Non-Qatari national employees are required to sign a government employment contract to obtain their work permit and residence visa. This contract is in English and Arabic. In light of the basic nature of the standard government contract it is common for more detailed employment contracts to be entered into. PROBATIONARY PERIODS Permissible.

Maximum duration of 6 months during which time the employee is entitled to 3 days’ notice of termination. POLICIES There are no mandatory policies. Employees should be provided with any relevant staff handbook and the employer’s policies (if applicable) on commencement of employment. THIRD-PARTY APPROVAL The government employment contract must be lodged with the labor authority to obtain the employee’s work permit and residence visa. Strictly speaking, any contractual changes should be notified to the labor authority and amended on the filed standard employment contract copy. 175 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA LANGUAGE REQUIREMENTS Pursuant to the Labor Law, all employment contracts and records must be in Arabic. Where a foreign language is used in addition to Arabic, the Arabic version shall prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. Additional rights are also available to young workers (those under the age of 18) and women. WORKING HOURS The maximum ordinary working hours is 48 hour per week at the rate of 8 hours per day. During the month of Ramadan, the maximum working hours is 36 hours per week at the rate of 6 hours per day. OVERTIME Not to exceed 2 hours per day unless the work is essential for preventing a substantial loss or serious accident or for eliminating or relieving the impact of a serious accident. The overtime and maximum working time provisions in the Labor Law do not apply to employees holding senior executive managerial or supervisory positions. WAGES At present, there is no minimum wage to be paid to employees in Qatar. VACATION 3 weeks’ where the employee’s period of service is less than 5 years and 4 weeks where the employee’s period of service is 5 years or more. SICK LEAVE AND PAY Employees are entitled to 12 weeks of sick leave per year of service (2 weeks at full pay, 4 weeks at half pay and the remaining 6 weeks without pay). An employee is not entitled to statutory sick leave until they have completed 3 months’ service and unless they provide a sickness certificate from a physician approved by the employer. MATERNITY/PARENTAL LEAVE AND PAY After 1 year’s continuous service – 50 calendar days’ maternity leave at full pay.

Employees can take a further 60 consecutive or non-consecutive days (unpaid) if the employee falls ill as a result of her pregnancy or the delivery of her baby. There is no concept of parental leave or pay in Qatar. DISCRIMINATION There are no discrimination laws in Qatar except for provisions which state that a woman must be paid the same as a man if she performs the same work and must be provided with the same opportunities with regards to training and promotion. 176 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BENEFITS AND PENSIONS It is mandatory for Qatari nationals working for government entities or Joint Stock Companies (public or private) to be registered with the relevant pension authority. (Please note that other private companies have been specifically made subject to this requirement pursuant to special resolutions issued by the Council of Ministers of Qatar). Employers are required to contribute to the pension fund and deduct employee contributions from the employee’s salary. All employees are entitled to receive an End of Service Gratuity (“EOSG”) on termination calculated by reference to age and length of service unless the employer contracts our of these arrangements with their employees by providing a savings scheme or pension scheme. DATA PRIVACY With the exception of the Qatar Financial Centre, there are no clear laws in Qatar comparable with those in the US or Europe concerning the handling and transmission of employees’ personal information and nor do any provisions address the cross-border flow of data. However, it is advisable to seek prior written consent to the processing of personal data from the employee to the extent necessary to overcome the various privacy protections set out in the Qatar Law, including the protections set out in the Qatar Penal Code. RULES IN TRANSACTIONS/BUSINESS TRANSFERS No automatic transfer principles and no laws covering business transfers.

Employees transfer through termination and rehire in an asset deal. EMPLOYEE REPRESENTATION Trade Unions/Workers Committees are not common in Qatar and are rarely formed but they are permissible provided certain conditions are fulfilled. Employees in workers organisations may go on strike if an amicable settlement has become impossible and they have complied with a number of Labor Law requirements. TERMINATION GROUNDS Termination possible on these grounds: during the probationary period (provided the employee is proved to be incapable of carrying out the work) ), on the expiry of a fixed term contract, resignation, incapacity or death, dismissal with notice and summary dismissal (by reason of any of the grounds listed at Article 61 of the Labor Law).Article 61 of the Labor Law sets out a limited list of circumstances (including where the employee attends work under the influence of alcohol; is absent from work for period of seven consecutive or 15 non consecutive days). There is no general misconduct category. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. 177 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RESTRICTED OR PROHIBITED TERMINATIONS Employees who have not exhausted the statutory sick leave entitlement are protected from dismissal on grounds of health, unless the full sick leave entitlement has been taken (i.e. 12 weeks per year of service). Women employees are protected from dismissal during maternity leave. A female may not be dismissed on grounds of her marriage. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS No. MASS LAYOFF RULES No. NOTICE 1 month’s written notice where the employee is paid annually or monthly and has less than 5 years’ of service increasing to 2 months’ written notice where the employee has more than 5 years’ service. Different notice periods apply for employees paid more frequently. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No.

Depends on contract terms. SEVERANCE Unless terminated under Article 61 of the Labor Law, employees are entitled to salary and benefits up to the termination date, notice (or payment in lieu), payment in lieu of accrued but untaken annual leave, the cost of a flight/air ticket to repatriate the employee to their home country (unless the employee has obtained alternative sponsorship to remain in Qatar), an end of service gratuity payment (“EOSG”) and reimbursement of unpaid business expenses. In case of employer termination, employees are eligible for an EOSG where they have more than 1 year of service. EOSG accrues at the rate of 3 weeks’ basic salary for each year of completed service unless the parties agree on a greater amount. The calculation is pro-rated for any fractions of a year service that have not been completed.

A different EOSG regime applies for employees employed prior to 2004. POST-TERMINATION RESTRAINTS It is permissible to have restrictive covenants contained in the contract of employment to the extent necessary to protect the legitimate interests of the employer, provided the nature of the employee’s work allowed them to know the company’s clients and/or know the secrets of the business. The covenants must be restricted in relation to duration (which must not exceed 2 years), geographical scope and the nature of the business to be protected. Parties are permitted to include a liquidated damages clause in the contract of employment as it is not possible to obtain an injunction in Qatar (with the exception of the Qatar Financial Centre) although contractual provisions imposing a penalty (rather than a genuine estimate of the loss incurred) are likely to be unenforceable. NON-COMPETES Typically no longer than 6 to 12 months. 178 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 179 W W W.DL APIPER .COM CUSTOMER NON-SOLICITS Typically no longer than 6 to 12 months. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Waiver agreements are commonly used but their enforceability cannot be guaranteed. REMEDIES DISCRIMINATION Not applicable. ARBITRARY DISMISSAL The court can award the employee compensation and/or reinstatement. There is no cap on the level of compensation a court can award. Where a court orders reinstatement it can also award compensation for the wages lost during the period the employee was prevented from working. FAILURE TO INFORM AND CONSULT Not applicable. CRIMINAL SANCTIONS Criminal sanctions can be imposed for a variety of reasons, including but not limited to the breach of health and safety obligations, breach of immigration laws, breach of data protection laws and breach of confidentiality. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 180 W W W.DL APIPER .COM ROMANIA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Member of the European Union (EU) so required to implement relevant EU Directives. Romanian Leu (RON). Romanian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP Typically, foreign entities set-up a Romanian presence in order to conduct business in Romania, which may engage employees under individual employment agreements, but which will be required to have registered with both the fiscal authorities and also the labor authorities which handle all employment and payroll-related registrations. Although it is not the typical scenario envisaged by the Romanian Labor Code and it might trigger some practical difficulties (mainly from a payroll and tax perspective), there is no express legal provision prohibiting foreign companies with no Romanian presence from executing individual employment agreements directly with Romanian employees. Thus, a foreign entity can engage staff in Romania, subject to business and tax planning considerations (including corporate tax and local permanent establishment of the non-resident entity implications). PRE-HIRE CHECKS REQUIRED A request for a medical certificate/check can only be made for the purpose of ascertaining the applicant’s ability to perform the work in question and the cost of the medical must be met by the employer.

Immigration compliance also needs to be considered, where relevant. PERMISSIBLE Reference checks with respect to an applicant’s length of employment and work performed for former employers are common and permissible although the applicant should be informed in advance. A criminal records check is only permissible if specific data protection requirements are complied with and arguably if it is objectively relevant for the position in question. IMMIGRATION Nationals of the EU, the EEA (European Economic Area) and Switzerland have the right to reside and work in Romania, subject to observance of applicable legal conditions and typically subject to obtaining a registration certificate for stays of longer than 3 months. Non-EU and non-EEA nationals must comply with the immigration-related requirements for entrance and work in Romania, with the company employing them being under various procedural obligations related to engaging foreign individuals to work in Romania. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 181 W W W.DL APIPER .COM HIRING OPTIONS EMPLOYEE Indefinite – as a rule, fixed-term (only in the cases expressly provided by the law and subject to specific legal conditions), full-time or part-time. Part-time and fixed-term employees have the right not to be discriminated against on the basis of such status. INDEPENDENT CONTRACTOR Engagement of independent contractors may expose the employer to the risk of the arrangement being reclassified as an employment relationship, with the possibility of it being construed that the parties have attempted to circumvent applicable employment law provisions. AGENCY WORKER Use of temporary employees via a temporary work agency is permitted only for executing a temporary and specific assignment, the maximum duration of which (including all successive renewals) is 36 months. Temporary employees are hired by the temporary work agency under a temporary individual employment agreement. ANY OTHER EMPLOYMENT OPTION Employers may also have an individual assigned or seconded to them by another employer, provided that all applicable legal conditions are observed and only for a limited period of time. EMPLOYMENT CONTRACTS AND POLICIES REQUIREMENTS Execution of an individual employment agreement in writing, in Romanian language and registration of the agreement with the general registry of employees (which is an electronic registry set up by each employer and periodically communicated to the relevant labor authorities). PROBATIONARY Only one probationary period may be used per individual employment agreement (with certain exceptions). As a rule, the maximum duration is 90 calendar days for executive level positions and 120 calendar days for management level positions.

By way of exception, among others, shorter probationary periods are applicable to employees working under a fixed-term agreement and temporary employees, the exact duration depending on the term of their employment. POLICIES Employers are required to implement internal regulations (as an employee handbook), in consultation with the relevant employee representative body. The internal regulations must include certain minimum provisions, such as rules on health and safety at work, disciplinary-related rules, a grievance procedure, employee professional evaluation criteria and procedures, etc. Employers may also unilaterally implement other work-related rules (such as dress code, employee specific obligations, etc.) via their internal regulations or as separate internal policies/procedures. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA THIRD PARTY APPROVAL As a general rule, there is no requirement to lodge employment policies with or get approval from any third-party either in respect of any policies or in respect of execution of individual employment agreements. The implementation of internal regulations is only subject to consultation with the relevant employee representative body, and there is no need to reach agreement with them or secure consent. LANGUAGE REQUIREMENTS Statutory requirement to execute individual employment agreements in Romanian language (a bilingual format, including a Romanian language version is also possible). It is not a statutory requirement for internal regulation or policies to be in Romanian language but this is recommended. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All, in line with the Romanian Labor Code. WORKING HOURS Weekly working time for full-time employees is 40 hours/week and, as rule, this is evenly distributed, so 8 hours/day for 5 days (generally Monday to Friday). Weekly rest is 2 consecutive days, usually Saturday and Sunday.

By law, maximum working time cannot exceed 48 hours/week, including overtime. No opt out is possible, however, there are certain exceptions under which the working time may exceed 48 hours/week. There are specific rules on rest breaks, weekly rest, night work and rest periods between shifts. OVERTIME Work performed outside of normal working time is considered to be overtime. Overtime performed in normal working days needs to be compensated with (i) paid time off granted within the next 60 calendar days after the overtime has been performed, or, if paid time off is not possible within this legal deadline, (ii) payment of additional monetary compensation (on top of the monthly salary due for the respective month) of 75% of the hourly base salary for each overtime hour.

Also, if overtime is performed during (a) weekly rest periods or (b) days of legal/public holiday, different (higher) compensation must be paid. WAGES The minimum gross base monthly salary is approx. EUR 220, From July 2015 this will rise to approximately EUR 240. It is then expected to be subject to periodic increases, possibly on a 6 monthly-basis). VACATION The minimum vacation is 20 working days (in practice, based on the old legislation, the expectation is 21 working days).

This does not include the 12 public holidays. 182 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 183 W W W.DL APIPER .COM SICK LEAVE AND PAY Generally, employees may take sick leave up to 183 days per year, based on a medical certificate and for the duration specified in the certificate (but depending on the type of illness) . As a rule, the first 5 days of sick leave are paid by the employer and the following days are paid from the health insurance budget. Sick pay generally is 75% of the average salary of the employee for the last 6 months out of a 12 month representative contribution period. MATERNITY/PARENTAL LEAVE PAY Female employees benefit from 126 days of maternity leave, which can be split equally or otherwise between the pre and post birth period (subject to a minimum 42 calendar days leave which must be taken after the birth). Male employees benefit from 5 working days paternal leave to be taken in the first 8 weeks after the child’s birth to enable effective participation in the care of the new-born. This can be extended to 15 working days if the father has undertaken a child-care course. In addition, either parent is entitled to take child raising leave up until the child’s is 1 or 2 years old, at their option, subject to the requirement that at least 1 month of such leave needs to be taken by the other parent. DISCRIMINATION Direct and indirect discrimination is prohibited, along with victimization and harassment.

Employers have an obligation to include provisions prohibiting discrimination in their internal regulations. The main characteristics protected from unlawful discrimination and harassment: race, nationality, ethnic background, language, religion, social category, beliefs, age, disability, sex or sexual orientation, etc. BENEFITS AND PENSIONS Currently there are no general benefits applicable by law to all employees, but some that apply only in specific cases (such as employees working under a mobility clause). In Romania, occupational pensions are not expressly regulated and private pensions are not typically provided in practice as an employment benefit. By law, all employees are insured under the state statutory pension system, with employers required to withhold and pay the corresponding contributions to the state pension fund. DATA PRIVACY Employees must be notified of personal data processing (and in certain cases, must give consent). Registrations with the data protection authority are required. Special rules apply to data transfer outside the EEA.

Monitoring of employees, including email and internet use, may be performed provided that the restrictions on the protection of private life, data privacy and electronic communications are complied with. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive and Romanian Transfer of Undertaking Law No. 67/2006 (TUPE) in asset deals typically involving a business/undertaking sale. Transfer of the rights and obligations arising from the transferred employees’ individual employment agreements and the applicable collective bargaining agreement (for its duration) in force on the transfer date. Restrictions on changing terms and conditions of employment following a transfer. Duty to inform and, in certain cases, to consult with the employee representative bodies for both the transferor and the transferee.

Any dismissal connected to the transfer is prohibited. EMPLOYEE REPRESENTATION The main employee representative bodies are (i) employee representatives and (ii) trade unions. Works councils are not expressly regulated unless there is a European works council. Collective bargaining agreements may be executed at (i) company level (negotiated between the employer and the competent employee representative body) at (ii) group company level; or (iii) at sector (industry) level – here, an employer must be a signatory to such an agreements in order for it to apply to their employees although extension to the entire sector is possible in certain circumstances). TERMINATION GROUNDS Termination implemented by the employer is permissible (1) on the following grounds only: (i) for reasons not related to the individual employee (redundancy), and (ii) for reasons related to the individual employee, namely (a) poor performance, (b) serious or repeated misconduct (disciplinary), (c) medical unfitness and (d) arrest of the employee for a period exceeding 30 days; and (2) subject to strictly complying with the procedure provided by law. A simplified form of termination is also possible, at the initiative of either party, during or at the end the probationary period, exclusively on the basis of a written notice, with no notice period nor termination grounds being required. EMPLOYEES SUBJECT TO TERMINATION LAWS Termination rules equally apply to all employees (with no seniority threshold required by law). PROHIBITED OR RESTRICTED TERMINATIONS A dismissal may never be implemented on discriminatory grounds or for exercising the right to strike or trade union rights. A dismissal may not be implemented, for example, during temporary work incapacity (medical leave), during pregnancy, during maternity leave, child raising leave or during vacation/annual leave etc. THIRD PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS There are no third party approvals expressly required by law, however, there is a requirement to involve certain labor authorities during a mass layoff process, including an obligation to provide them with relevant termination-related documents. 184 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MASS LAYOFF RULES Strict information and consultation rules apply where, over a 30 calendar day period, a certain number of employees are to be made redundant. The thresholds depend on the employer’s total headcount so, for example, the rules will apply where at least 10 employees are to be dismissed if the company employs between 21 and 99 employees. The employer must also notify the territorial labor inspectorate and the workforce occupancy agency at set times during the redundancy process. NOTICE The minimum notice period provided by the law is 20 working days. Longer notice periods may be agreed and set out in the individual employment agreement.

Notice is not required for disciplinary terminations, nor in case of termination due to the employee being under arrest for a period exceeding 30 days. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No express regulation under Romanian employment law. SEVERANCE There is no minimum level of severance payment expressly provided by the law. However, in practice, employers may decide to make a severance payment. POST-TERMINATION RESTRAINTS NON-COMPETES The parties may negotiate a post-termination non-compete clause prohibiting the employee from performing an activity competing with the one performed for his (previous) employer. In order to be valid, a non-compete clause must specify certain minimum content as required by the Romanian Labor Code: (i) the prohibited activities; (ii) the amount of the non-competition indemnity; (iii) the duration of the prohibition; (iv) the third parties for which the employee cannot perform the prohibited activities; and (v) the prohibited territory. As a non-competition restraint represents an exception from the principle of freedom of work, failure to comply with the legal conditions for negotiating such clause may render the clause void. CUSTOMER NON-SOLICITS Not expressly regulated by the law. May arguably be included within the scope of a non‑compete clause. EMPLOYEE NON-SOLICITS Not expressly regulated by the law.

May arguably be included within the scope of a non‑compete clause. WAIVERS Under the Romanian Labor Code, employees cannot waive their rights recognised by the law and any transaction with the purpose of waiving or limiting such rights will be null and void. 185 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 186 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Uncapped compensation, based on the claimant’s financial and moral loss, as proven in court. UNFAIR DISMISSAL Failure to comply with dismissal requirements can lead to the court: (1) annulling the dismissal decision; (2) ordering re-instatement, if requested by the employee; (3) ordering payment of salary rights between the dismissal and the final and binding court decision which the employee would have benefited from if not unlawfully dismissed; (4) ordering payment of moral damages, if proven by the employee; and (5) ordering payment of trial expenses incurred by the employee (such as legal assistance expenses). FAILURE TO INFORM AND CONSULT Uncapped compensation, based on the claimant’s financial and moral loss, as proven in court. This also exposes the employer to administrative fines up to approx. EUR 11,000. CRIMINAL SANCTIONS Infringement of health and safety rules can lead to criminal sanctions (where human life has potentially been put in jeopardy). Criminal liability is also triggered in cases of repeated breach of the obligation to pay minimum salary; repeated refusal to permit labor inspectors access to any of the company’s locations or to provide them with requested documentation; or for employing more than 5 employees without executing individual employment agreements, etc. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 187 W W W.DL APIPER .COM RUSSIA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Russian Ruble (RUB). Russian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in Russia and can only operate in Russia after corporate registration. Personal income tax to be withheld through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance, military compliance (with regard to a person’s responsibility to serve in the military).

In certain situations, criminal record check. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g. certain finance positions) and subject to proportionality requirements. Reference and education checks are common and permissible with the applicant’s consent. IMMIGRATION Before foreign nationals (except for citizens of Belarus and Kazakhstan) may be employed and/or actually commence working in Russia, all employers must obtain the relevant documents, unless foreign workers qualify as “Highly-Qualified Professionals.” Employers are also required to provide financial, medical and social guarantees in respect of their foreign employees and must comply with general migration monitoring requirements and file notifications regarding foreign employees’ travel both into and out of Russia in accordance with the statutory procedure. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

A definite fixed-term employment agreement may be concluded, but cannot be for a term longer than 5 years and it may only be concluded in the circumstances specifically provided for by Article 59 of the Labor Code. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company. There are severe penalties if a services agreement is re-qualified as a labor agreement. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER No statutory grounds, but generally permissible in practice. A new bill to ban the loan of labor (secondments) in certain circumstances will take effect on January 1, 2016. Under the new law: •  Secondments will only be permitted (i) by private (accredited) employment agencies; or (i) between related persons, including affiliates or parties to shareholders’ agreements; •  Private agencies may only second workers in circumstances expressly specified by law (for example, to cover temporary absences). EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS An employment contract must be made in writing and specify the employment commencement day. PROBATIONARY PERIODS Permissible. 3 months for newly hired employees and 6 months for employees hired for certain executive positions. POLICIES Written internal policies, such as an internal labor regulation, personal data protection policy are mandatory.

The employer may also adopt other policies, such as a remuneration policy, confidential information protection policy, etc. THIRD-PARTY APPROVAL Internal labor regulation shall be approved by employees’ representatives and trade unions (if any). LANGUAGE REQUIREMENTS No statutory requirements, but all documents should be in Russian (or bilingual) so that they can be presented to the Russian authorities without translation if necessary. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS A standard working week is 40 hours (in some exceptional cases decreased by the Labor Code). OVERTIME In general, any time worked over 40 hours is classed as overtime. No more than 120 hours of overtime a year and no more than 4 hours of over-time in any 2 consecutive days are permitted. In most cases overtime is only permitted with the employee’s prior written consent. 188 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA Over-time must be paid at a rate of 150% of the regular hourly rate for the first 2 hours of overtime worked during one day, and at a rate of 200% of the regular hourly rate thereafter. Upon an employee’s written request, the employer must compensate overtime work by granting the employee additional time off in lieu of payment, which should be no less than the overtime worked. Certain limitations regarding over-time apply to protected employee categories, which include employees under the age of 18, pregnant women, women with children under the age of 3, disabled employees and certain other categories defined by federal law. WAGES At least RUB 5,965 per month. VACATION At least 28 calendar days per year of employment. SICK LEAVE AND PAY Employees are entitled to receive statutory sick leave compensation, which is covered by the Russian State Social Insurance Fund, which in turn is funded by the employer’s mandatory contributions paid as a percentage of its employees’ salaries. The amount of sick leave compensation will vary according to the grounds for the sick leave. In cases of a labor-related injury or occupational illness, the amount of sick leave compensation is 100% of the employee’s average earnings.

However, sick leave compensation may not exceed the maximum established by federal law which is subject to annual review. In general the maximum duration of sick leave is 4 months (in certain cases it can be 9 months (after reconstructive operation) or 12 months (after tuberculosis). Employees are only required to submit a medical certificate for absence after their recovery and return to work. Generally, an employer cannot terminate an employee’s employment while the employee is on sick leave. MATERNITY/PARENTAL LEAVE AND PAY Paid maternity leave begins to accrue no later than 70 calendar days prior to the birth and continues for 70 calendar days thereafter, although the period may be extended in the event of a multiple births and/or complications during birth. The amount of maternity leave allowance is established by federal law and is subject to annual review.

The allowance shall be paid by the employer, but will be reimbursed by the Social Insurance Fund. A person caring for a child, be it the child’s mother, father, or any relative who is actually raising it, may request to be childcare leave until the child is three years old. The amount of child leave allowance is established by federal law and is subject to annual review. The allowance shall be reimbursed by the Russian Government.

The employee retains the right to return to work during the entire period of the maternity or childcare leave and the full leave period is included when calculating the employee’s term of service. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, gender or sexual orientation. 189 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BENEFITS AND PENSIONS Currently, there are no benefits required other than those covered under social insurance contributions. DATA PRIVACY Employers are required to obtain the prior written consent of their employees in order to process their personal data (e.g. transferring personal data to third parties including cross-border transfers). RULES IN TRANSACTIONS/BUSINESS TRANSFERS Employees need to consent to the transfer of employment and generally cannot be terminated because of the transfer. It is possible to terminate the agreements with the general director, his/ her deputy and chief accountant no later than 3 months after a change of the owner in certain instances. EMPLOYEE REPRESENTATION Employees can be represented either by trade unions or by another employee representative(s). Under current laws, in order to create a basic trade union organization (or another representative body), it is sufficient to have 3 employees who should jointly decide to create a trade union, elect the union leader and approve the regulations. It is not necessary to register the trade union, as the trade union is deemed to have been created upon the adoption of all of the above decisions.

There are no works councils. TERMINATION GROUNDS The Labor Code sets out specific circumstances for which an employer may terminate the employment of one of its employees, which include, but are not limited to, the following: •  employee’s repeated failure to perform his or her employment duties without a justifiable the reason (if the employee was lawfully disciplined during the preceding 12 months); • dismissal due to redundancy; or •  employee’s unjustified absence from the workplace for more than 4 consecutive hours the during 1 working day. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Certain categories of employees stipulated by the Labor Code enjoy additional protection, these include, amongst others, minors, employees on sick or holiday leave, pregnant employees, employees with children and trade union members. 190 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Local trade union (if any). MASS LAYOFF RULES Yes, strict information and notification rules apply when 50 or more employees are to be made redundant within 30 calendar days, 200 and more employees within 60 calendar days or 500 and more employees within 90 calendar days; as well as in case of dismissal of employees amounting to 1% of the total number of employees in connection with the liquidation of the organization or staff reduction within 30 calendar days in areas with less than 5,000 working persons in total. The employer must also notify the Russian Employment Service of the redundancies. NOTICE 2 weeks’ statutory notice. Not required for dismissals due to gross misconduct as defined by law. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. SEVERANCE Payments to redundant employees of at least 2 average monthly earnings (in mass redundancies a payment of 3 average monthly earnings). Payments in the amount of at least 3 average monthly earnings in case of removal or termination of the general director. POST-TERMINATION RESTRAINTS Generally unenforceable. NON-COMPETES Generally unenforceable. CUSTOMER NON-SOLICITS Generally unenforceable. EMPLOYEE NON-SOLICITS Generally unenforceable. WAIVERS Unenforceable. REMEDIES DISCRIMINATION Compensation of moral damage is uncapped. 191 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 192 W W W.DL APIPER .COM UNFAIR DISMISSAL Reinstatement of employment and compensation of lost salary plus compensation for moral damage (uncapped). FAILURE TO INFORM AND CONSULT The Russian Administrative Offences Code does not specify liability for specific breaches of labor law and indicates a range of fines and possible liability which may apply for violating labor law. This generally ranges from between RUB 30,000 and RUB 50,000 for the company; and from between RUB 1,000 and RUB 5,000 for the company’s officials. This legal ambiguity leaves a lot of leeway for Russian supervisory authorities when deciding the amount of the fine and even the possibility of suspending the employer’s activity for 90 days (a measure which is applied extremely rarely). The most likely form of liability is the imposition of fines rather than the suspension of the business activity of the employer. CRIMINAL SANCTIONS Criminal sanctions are not generally a concern for employers. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SAUDI ARABIA LEGAL SYSTEM, CURRENCY, LANGUAGE Shariah Law. Member of the Gulf Coordination Council (“GCC”); therefore required to implement the relevant GCC laws. Saudi Arabian Riyals (SAR). Arabic. CORPORATE PRESENCE REQUIREMENTS & PAYROLL SET-UP Only Saudi registered entities may hire employees in the Kingdom of Saudi Arabia (“Saudi Arabia” or “KSA”).

Non-GCC employees will need to have a sponsor for immigration purposes and only a Saudi registered entity may sponsor non-GCC employees. PRE-HIRE CHECKS REQUIRED Immigration compliance for all non-GCC employees. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g., certain finance positions) and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION GCC nationals are allowed to work in all the GCC states freely without the need for work visas. Employing non-GCC nationals will require a special type of visa issued by the employer who will become the sponsor of the non-GCC employee for all immigration purposes. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. Incidental work, that is, work that is not considered by its nature to be part of the usual activities of an employer, and whose execution does not require more than 90 days.

Seasonal work. With respect to non-Saudis, all employment contracts are deemed to be for a fixed term. If the employment contract itself does not specify a definite term, the term will be the length of the employee’s work visa. Saudi employees will automatically become engaged on indefinite term contracts after 2 consecutive years of employment.

Part-time and fixed-term employees have the right not to be discriminated against due to their status. INDEPENDENT CONTRACTOR Only Saudi independent contractors can be hired directly by the company or via a personal services company. Engagement may be subject to misclassification exposure. 193 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Subject to following the legal immigration rules for non-Saudis, agency workers are permissible and have the right to equal treatment to employees in relation to pay and other benefits terms. EMPLOYMENT CONTRACTS & POLICIES EMPLOYMENT CONTRACTS In practice, the employment contract should be written, though an oral contract will be binding for employing GCC nationals. From a procedural perspective, an employment contract is required for all non-GCC national employees to obtain their visas. Two copies of the employment contract should be made, One copy to be held by each party. The contract must contain a minimum of: name of the employer, authorized signatory and registered address; name and nationality of the employee; identification of the employee (national identity card number for nationals or foreign passport numbers for non-nationals); employee’s salary and any allowances; description of the employee’s duties; identification of the place where the work will be performed; date of appointment and commencement of contract; length of the contract, if applicable. PROBATIONARY PERIODS A probationary period may be agreed of up to 90 days for any new employee. During this probation period, the employee may be terminated for any reason at the convenience of the employer and the employee has no right to contest the termination or to require the employer to reinstate him or her, nor any right to end of service awards. The probationary period and its term must be included in the contract.

An employee may be made to serve only I probationary period, unless the parties agree otherwise where the second probationary period is for a different position. POLICIES Written health and safety policy and disciplinary and grievance policy mandatory. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third‑party. LANGUAGE REQUIREMENTS Arabic is the prevailing language in the KSA, though a contract can be established using another language. It is common practice in the KSA to produce a bilingual contract, with the Arabic and English texts written in one document. In case of a labor dispute, all proceedings will be conducted in Arabic and all documents, including the employment contract, must be submitted in Arabic.

Even if the parties specify otherwise, the Arabic text will always prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. 194 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 195 W W W.DL APIPER .COM WORKING HOURS Employees can be required to work a maximum of 8 hours per day or 48 hours per week. There are exceptions for those employed in trade, hotels, catering, security and similar jobs where the working hours may be increased to a maximum of 9 hours per day. For Muslims, the workday during Ramadan cannot exceed 6 hours per day and the work week cannot exceed 36 hours. There are particular requirements in relation to the hours that women can work and the industries they can work in. OVERTIME Overtime is to be paid at the rate of 150% of the employee’s regular wage.

Employees who hold a senior, supervisory or managerial position are not entitled to paid overtime. WAGES Minimum wage for Saudi employees only of SAR 3,000 per month. VACATION An employee is entitled to 21 days of annual leave. Salaries must be paid prior to the employee taking his or her vacation. After 5 years of employment, the employee is entitled to 30 days per year. SICK LEAVE & PAY An employee with a proven illness which requires the submission of satisfactory medical evidence shall be paid in full for the sick leave for the first 30 days, then 75% of wages for the next 60 days. The employer is not required to pay the employee after 90 days of absence. MATERNITY/PARENTAL LEAVE & PAY Women are entitled to maternity leave commencing 4 weeks before giving birth and 6 weeks thereafter.

The employer has to pay the employee half of her pay if the female employee has completed 1 year of service and full pay if the employee has completed 3 years of service. Paternal leave only I day. DISCRIMINATION Generally, there may be no discrimination in terms and conditions of employment (e.g. as to leaves or end of service benefits), but there are few specific anti-discrimination or harassment laws. Some of the terms of the Labor Law are specific to expatriates. Provisions concerning foreign recruitment, repatriation and related matters do not apply to Saudi nationals.

There are also some specific rules for female employees. BENEFITS & PENSIONS Medical insurance is required for all employees and their dependents under the age of 18. Pension is only payable for Saudi and GCC nationals. Pension is paid to the General Organisation of Social Insurance (“GOSI”).

The total cost of GOSI insurance is 20%;9% is paid by the employee, the remaining 11% is borne by the employer. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY Transfer of employee data outside of KSA is not regulated under Saudi law. However, general Shariah principles provide for personal data protection rules. which imply that employers should include provisions in employment contracts where the employee’s consent is required for the employer to use or disclose the employee’s data to third parties to the extent that such disclosures may be required. RULES IN TRANSACTIONS/BUSINESS TRANSFERS If the ownership of a company is transferred to a new owner or a change takes place in its legal form through merger, partition or otherwise, the employment contracts shall remain in force and service shall be deemed continuous. As for the employees’ rights accrued for the period prior to the change (such as wages or unrealized end of service gratuity on the date of transfer of ownership), the predecessor and the successor shall be jointly and severally liable. However, in the case of an asset sale, employees generally transfer through termination and rehire, but the predecessor and the successor may agree to transfer all the previous rights of the employee to the new owner with the written consent of the employee.

If the employee disapproves, he or her may request the termination of his or her contract and collect his or her dues from the predecessor. EMPLOYEE REPRESENTATION Labor unions are illegal in Saudi Arabia. “Worker’s Committees” or similar type organizations are also not permitted. Instead, the Ministry of Labor and the Labor Commissions have jurisdiction over safeguarding employment relations in KSA. TERMINATION GROUNDS Termination permissible on these grounds, if a fair process has been followed: misconduct, performance, redundancy, illegality, some other substantial reason. EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS No statutory restrictions/prohibitions. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES No statutory rules. 196 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA NOTICE If the contract is for an indefinite term, either party may terminate it for a valid reason to be specified in a written notice to be served to the other party at least 30 days prior to the termination date if the employee is paid monthly and not less than 15 days for others. For fixed-term contracts, the employment will terminate once the fixed term has expired. If termination is sought prior to the expiry of a fixed-term contract, compensation may be payable to the employee in the form of all wages for the duration of the notice or the balance thereof. The last wage received by the employee shall serve as the basis for estimating the compensation. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Payment in lieu of notice or garden leave are permissible. SEVERANCE End of Service Gratuity (“EOSG”) is not payable before the end of the employment relationship. If the employer ends the employment, the benefit is calculated by adding 1/2 month’s wage for each of the first 5 years and I month’s wage for each of the subsequent years. For fractions of a year, the employee is entitled to proportionate EOSG.

EOSG is calculated on the basis of the employee’s last salary. If the employee resigns, he/she will entitled to 1/3 of the award after service of not less than 2 consecutive years and not more than 5 years; to 2/3 if his/her service is in excess of 5 successive years but less than 10 years; and to the full award if his/her service amounts to 10 or more years. An employee who resigns because of serious illness or disability is entitled to EOSG. If an employee is called to military service or cannot work because of force majeure, he/she is entitled to EOSG. Female employees are entitled to EOSG if they resign within 6 months of marriage or within 3 months of childbirth. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced if reasonable. Garden leave is common for senior employees. NON-COMPETES Non-compete clauses will be honored as long as they are in writing and are no longer than 2 years. If there is no written agreement or an express non-compete clause is included in an employment contract, the law will not impose any restrictions. CUSTOMER NON-SOLICITS Permissible in narrow circumstances. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Employees cannot waive rights under the Saudi Labor Law. 197 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 198 W W W.DL APIPER .COM REMEDIES DISCRIMINATION None. UNFAIR DISMISSAL If the contract is terminated for an invalid reason, the employee shall be entitled to indemnity to be assessed by the Commission for the Settlement of Labour Disputes, which will take into account the circumstances under which the termination occurred. An employee may ask to be reinstated. FAILURE TO INFORM & CONSULT None CRIMINAL SANCTIONS Not generally a concern under Saudi Labour Law. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SINGAPORE LEGAL SYSTEM, CURRENCY, LANGUAGE Common Law. Singapore Dollar (SGD). English, Chinese, Malay and Tamil. English is the main language of law and business. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company generally cannot carry on business in Singapore without registering a subsidiary, branch or representative office.

“Carrying on business” is defined under Singapore’s Companies Act (Cap. 50) to include “administering, managing or otherwise dealing with property situated in Singapore as agent, legal personal representative, or trustee, whether by employees or agents or otherwise”. There are some exceptions to this.

For example, purely holding director/shareholder meetings or effecting sales through an independent contractor or investing in funds or holding property, do not amount to “carrying on business”. Payroll should be set up to comply with the Employment Act (“EA”), Central Provident Fund (under the Central Provident Fund Act) and tax obligations and required payroll records. Employers also have income tax withholding obligations in respect of foreign employees. PRE-HIRE CHECKS REQUIRED Immigration checks. PERMISSIBLE Offers of employment are often made subject to: (i) the prospective candidate having obtained the relevant work pass, (ii) where necessary, the obtaining of satisfactory references, and (iii) when appropriate, criminal record checks. Employers may also require the prospective candidate to undergo a medical examination and produce evidence of qualifications. Pre-hiring checks need to comply with Singapore’s Personal Data Protection Act 2012 (“PDPA”). Generally, employers are required to at least notify applicants of the purposes for which their personal data is being used in connection with the management and termination of employment and/ or obtain their consent where collecting, using or disclosing their personal data.

However, relevant exceptions to the PDPA notification and/or consent requirements include where the information is publicly available, and where the information collected is for evaluative purposes (e.g. for the purposes of evaluating employee suitability for the role) or for investigative purposes. IMMIGRATION Foreign nationals (i.e. non-Singapore Citizens or Permanent Residents) who wish to live and work in Singapore must obtain valid work passes.

There are several types of work pass which are administered and issued by the Ministry of Manpower (Employment Passes, S Passes and various Work Permits). The type of work pass required depends on the applicant’s qualifications and skill‑level and on the nature of employment sought. 199 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA HIRING OPTIONS EMPLOYEE The Employment Act is the primary statute regulating the relationship of employees and employers in Singapore. Coverage by the EA is dependent on whether the individual in question falls under the definition of “employee” in the EA. The definition covers every employee who is under a contract of service with an employer (“EA Employees”), with the exception of seafarers, domestic servants, certain government employees, and persons employed in a professional, managerial or executive position earning basic monthly salaries of more than SGD 4,500 per month (“Non-EA Employees”). A third category of employees comprises EA employees earning basic monthly salaries of up to SGD 2,500 per month as well as workmen earning basic monthly salaries of up to SGD 4,500 a month, who are granted further benefits under Part IV of the Employment Act (“Part IV EA Employees”). Employees can be hired on a full-time, part-time, fixed-term or at will basis. INDEPENDENT CONTRACTOR Independent contractors can be engaged but the Singapore Courts and the Ministry of Manpower will look at the substance of the relationship to determine if the individual is in fact an employee, and merely labelling or classifying as an independent contractor is insufficient. AGENCY WORKER Agency workers can be engaged. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS There is no legal requirement for an employment contract to be in writing and there are no formalities that need to be complied with.

Employers have been strongly encouraged recently by the (non-legally binding) Tripartite Guidelines to reduce key terms of employment to writing. Employers in Singapore typically include items such as the probationary period, job duties and responsibilities, position, commencement date, salary, hours of work, leave and benefits, as well as restrictive covenants, confidentiality and non-disclosure for more senior employees. In particular, it is important to have express notice periods and termination provisions within an employment contract. PROBATIONARY PERIODS The EA does not have any clauses specifically pertaining to the appropriate probation period for employees.

As a common practice, employees may be asked to serve a probation period of 3-6 months. POLICIES No mandatory policies for Non-EA Employees (EA Employees cannot have terms and conditions worse than those prescribed under the EA). Certain terms can be implied into an employment contract by operation of law, or by custom and practice. THIRD-PARTY APPROVAL Generally, there is no requirement to lodge employment contracts or policies with, or get approval from, any third-party before an employment contract is valid (subject to work pass approvals). 200 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA LANGUAGE REQUIREMENTS No specific requirements to be complied with, though contracts are generally in English. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Employees’ rights under law depend on whether they are EA Employees, Part IV EA Employees or Non-EA Employees (as defined above). Generally, the minimum entitlements apply to EA Employees (especially Part IV EA Employees). Matters such as hours of work, overtime and paid annual leave entitlements are statutorily prescribed for Part IV EA Employees only. Employers are free to provide better contractual terms (above and beyond these minimum obligations) to their employees. However, terms which are worse than the minimum obligations for these employees will be invalid and unenforceable. WORKING HOURS For shift workers, the hours of work must not exceed an average of 44 hours per week over any continuous period of 3 weeks (subject to a maximum of 12 hours per day). For non-shift workers, the hours of work should generally not exceed more than 8 hours per day or 44 hours per week.

Where a non-shift worker works less than 5 days per week, the agreed hours of work shall not exceed 9 hours per day or 44 hours per week. A non-shift worker is not allowed to work for more than 12 hours in a day (inclusive of overtime work) except in prescribed circumstances. OVERTIME With some exceptions, all work done in excess of 8 hours in one day or 44 hours per week is considered overtime for which an employee must be paid at least 1.5 times his or her basic hourly rate. The maximum permitted overtime is 72 hours per month.

Rules relating to overtime only apply to Part IV EA Employees. In terms of overtime pay, if an employee is required to work on any public holiday, he or she shall be paid an extra day’s salary at the basic rate of pay in addition to the gross rate of pay for that day. Where an employee is required to work on a rest day, the calculation of the overtime pay varies with the exact period of work on that rest day. For example, where the period of work exceeds the employee’s normal working hours, he or she must be paid (i) the basic rate of pay for 2 days’ work and (ii) not less than 1.5 times the hourly basic rate of pay for each hour or part thereof that exceeds his or her normal working hours. WAGES Singapore law does not generally have a minimum wage stipulation. Wages are a matter to be agreed between the parties.

However, as of January 2014, there is an entry-level monthly wage of SGD 1,000 for those working in the cleaning sector. The minimum monthly basic wages of security guards will also rise to SGD1,100 from September 2016. VACATION A Part IV EA Employee who has worked for his or her employer for at least 3 months is entitled to 7 days’ paid annual leave for the first year of service. An additional day of leave for every subsequent 12 months of service will be provided, up to a maximum of 14 days.

Further, every EA Employee is entitled to be paid for each public holiday. There are presently 11 public holidays in Singapore each year. 201 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SICK LEAVE AND PAY An EA Employee who has worked for his employer for at least 3 months is entitled to paid sick leave. The number of days of sick leave is subject to the employee’s service period and a cap of 14 days where hospitalization is not required; and where hospitalization is necessary, either 60 days in a year; or 14 days plus the number of days on which the employee is hospitalized, whichever is the lower. A pro rata entitlement exists for employees with less than 6 months’ continuous service. MATERNITY/PARENTAL LEAVE AND PAY Under the Child Development Co-Savings Act, any employee in Singapore is entitled to maternity leave benefits if: (i) the child is a Singapore citizen; (ii) the child’s parents are lawfully married before the child’s birth; and (iii) the employee has worked for the employer for at least 3 months immediately before the day of birth. Eligible employees are entitled to 16 weeks’ paid maternity leave (4 weeks preceding birth and 12 weeks following birth).

Employers must pay for the first 8 weeks, and may in certain circumstances be reimbursed by the government for the remaining 8 weeks. However, if the employee is unmarried, she will only be entitled to maternity leave if she is an EA Employee. An EA employee is entitled to a total of 12 weeks’ maternity leave. Of the 12 weeks, the employee will only be entitled to 8 weeks’ paid maternity leave if she has less than 2 children of her own and if she has served her employer for at least 3 months before the estimated delivery date.

The EA employee must also comply with notice requirements under the EA. Failure to provide such notice without sufficient cause will entitle an employer to pay the employee only half her salary during the leave. Working fathers (including adoptive fathers and those who are self-employed) will be entitled to 1 week of government-paid paternity leave for all births provided they meet certain criteria. All employees (including fathers) employed for at least 3 months (including Non-EA Employees) are entitled to up to 6 days of paid childcare leave where the child is a Singapore citizen and below the age of 7. An EA Employee whose child is not a Singapore citizen, will be entitled to 2 days. DISCRIMINATION Singapore does not have any legislation which expressly prohibits discrimination on the grounds of race, ethnicity, religion, gender, disability or sexual orientation.

While the Constitution provides that all persons are entitled to the equal protection of the law and that there shall be no discrimination based on religion, race, descent or place of birth, successful challenges on constitutional grounds are rare. The main type of employment legislation that deals with the issue of discrimination concerns age discrimination. The Retirement and Re-employment Act applies to all employees and prohibits the dismissal of any employee who is below the current retirement age of 62 on the grounds of age, notwithstanding any agreement to the contrary. Also, female employees under the EA may not be dismissed solely for being absent from work before and after their maternity leave, though this is not characterized as discrimination per se. There are also general guidelines such as the Tripartite Guidelines on Fair Employment Practices issued by the Tripartite Alliance for Fair Employment Practices (TAFEP) that encourage fair treatment of employees. If an individual encounters workplace discrimination in breach of these Tripartite Guidelines, they can contact TAFEP who may first engage informally with the employer to assess if the complaint is meritorious.

TAFEP can refer cases to the Ministry of Manpower (MOM) where the employer is recalcitrant or unresponsive, and the MOM can impose certain administrative sanctions against errant employers (e.g. curtailing work pass applications and privileges). 202 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 203 W W W.DL APIPER .COM BENEFITS AND PENSIONS For employees who are Singapore citizens or permanent residents, the employer is required to make mandatory contributions to the Central Provident Fund (CPF). Benefits offered to an employee will usually depend upon his or her level of seniority within the organization. EA Employees are entitled to minimum standards of benefits under the applicable part of the EA. Those at managerial and/or executive level are likely to be offered additional benefits which are usually contractually provided for. Many organizations provide for leave, pay occupational sick pay and notice requirements in excess of statutory entitlement to a wide range of employees. DATA PRIVACY Under the PDPA, an employer is permitted to collect, use and disclose the employees’ personal data for purposes of managing or terminating an employment relationship, so long as the employee has been notified of the purposes of such collection, use and disclosure.

There are statutory exceptions where an employer does not need consent from the employee, if the personal data is being used, collected, or disclosed (e.g. for investigations or for evaluation purposes). RULES IN TRANSACTIONS/BUSINESS TRANSFERS EA Employees are protected on business transfer and transfer automatically to the transferee. There are notification and consultation requirements required under the EA relating to the automatic transfer of EA Employees.

Non-EA Employees do not transfer automatically, and instead will have to have their employment contractually terminated by the transferor on a business transfer, after which they can then be rehired by the transferee (or have their contracts novated). EMPLOYEE REPRESENTATION Trade unions are administered by the Industrial Relations Act (“IRA”), the Trade Disputes Act (“TDA”) and the Trade Unions Act. The IRA regulates relations between employers and employees and provides the legal framework to prevent and settle trade disputes by collective bargaining, conciliation and industrial arbitration. Individual disputes fit within the definition of trade disputes under the TDA. The TDA defines illegal industrial action and illegal lock-outs and provides penalties for the same. Collective agreements are common in Singapore within specific industries, such as transport and manufacturing. Even where a trade union has been statutorily recognised but no formal collective agreement has yet been entered into, disputes may potentially still be referred to the Industrial Arbitration Court and decided in accordance with principles of equity and fairness (rather than strict contractual principles). .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 204 W W W.DL APIPER .COM TERMINATION GROUNDS No legal requirement to state the reason for termination, so long as termination is effected in accordance with the express termination provisions of the employment contract (there may need to be grounds where the employment contract has no express termination provisions though). In addition, an employer has a right to summarily dismiss an employee in exceptional circumstances (including gross misconduct). It is usually prudent to set out in the contract the circumstances and grounds on which the employee may be terminated summarily. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees are subject to termination laws. RESTRICTED OR PROHIBITED TERMINATIONS None, save for restrictions as to termination of female employees on maternity leave, and termination of employees who attain the retirement age but remain eligible for re-employment under the conditions stated in the Retirement and Re-Employment Act (or on the grounds purely of old age). THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS None required. MASS LAYOFF RULES There are no laws prohibiting mass layoffs, but these would be subject to any restrictions under the individual contracts of employment and collective agreements (if any). The 2009 Tripartite Guidelines on Managing Excess Manpower (“Guidelines”) issued by the MOM provide guidance on redundancy situations and are commonly followed by employers, but are not legally binding.

The MOM recognizes a genuine redundancy in a number of circumstances including: recession/economic downturn; high labor cost; high business costs other than labor cost; streamlining of operations; automation/mechanization/computerization; restructuring by reason of merger, take-over by another company; and outsourcing of functions. Any redundancy exercise should be implemented in consultation with a trade union (if the company is unionized, including if a union has been statutorily recognised). Employers are also encouraged to notify the MOM of any retrenchments in particular mass layoffs involving EA employees. NOTICE Employment contracts typically specify a required notice period for termination. In the absence of a specified term, where the employee is an EA Employee, the required notice of termination is dependent upon the employee’s length of employment (from I day for those employed for less than 26 weeks to 4 weeks for those employed for 5 years or more).

A Non-EA Employee is not subject to the statutory minimum notice period and instead is entitled to reasonable notice (usually not less than the statutory minimum notice period) if his or her employment contract does not set out an express notice period. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Even if not made express in the contract, it is possible for the employer to make payment in lieu of notice for EA employees – a sum equal to the amount of salary which would have been earned by the employee during the required period of notice, and for the EA employee to likewise make a payment in lieu of notice if resigning. The same is true for employer’s termination of Non-EA employees (provided all relevant contractual benefits are paid in addition to salary). Non‑EA employees are, however, not entitled to terminate their employment contracts by paying salary in lieu of notice unless there is an express contractual right to do so. Employees serving their notice period before termination may be placed on garden leave. During this time, they should continue to be treated as an employee and receive their full contractual benefits up to their last day with the employer. SEVERANCE Unless the employment terms expressly provide that severance, retrenchment or redundancy benefits are payable, there is no obligation on the part of the employer to pay such benefits. This is a matter of contract and company policy. POST-TERMINATION RESTRAINTS Covenants in restraint of trade are, without more, prima facie void in Singapore.

They will only be considered enforceable if they can be shown to protect legitimate proprietary interests of the employer, and go no further than is reasonably necessary to protect those interests (especially in duration and geographical area of coverage). The courts have recognized three legitimate proprietary interests thus far: an employer’s trade secrets and confidential information, , the protection of trade connections, and the maintenance of a stable trained workforce. NON-COMPETES Not enforceable, unless they can be shown to be necessary to protect the employer’s legitimate business interests; and to be reasonable. Non-competes are also generally not enforceable if there are other clauses binding the employee that already protect the employer’s three legitimate interests, although this position may be changing. CUSTOMER NON-SOLICITS Enforceable, subject to the above and strict limitations.

Such post-employment restraints may be enforced by courts if: • necessary to protect the employer’s legitimate business interests; and •  reasonable – both in the interests of the parties and in the interests of the public (e.g., should relate to customers that the employee dealt with or had influence over, and be reasonable in duration and geographical area). EMPLOYEE NON-SOLICITS Enforceable, subject to strict limitations. A post-employment restraint may be enforced by courts if it is: • necessary to protect the employer’s legitimate business interests; and •  reasonable – both in the interests of the parties and in the interests of the public (e.g., should relate to certain categories of employees that the employee dealt with or had influence over, and be reasonable in duration and geographical area of coverage). 205 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 206 W W W.DL APIPER .COM WAIVERS A waiver must be clear, but may be oral or written. A waiver need not be express, but can be inferred from a course of conduct. REMEDIES DISCRIMINATION Where it can be argued that there has been a breach of the employer’s implied duties of mutual trust and confidence because of discrimination, the employee may potentially allege constructive dismissal and claim for breach of contract under common law (with damages as the most common remedy). UNFAIR DISMISSAL EA Employees may lodge a claim with the MOM, and refer disputes to the Commissioner for Labor for Adjudicating Matters, for the purposes of recovering salaries and other statutory payments, or may appeal in writing for reinstatement (within one month from the date of dismissal). As mentioned above, the MOM has power to reinstate EA employees in an appropriate case. Non-EA Employees can only claim for a breach of contract in civil courts and do not have other claims. FAILURE TO INFORM AND CONSULT There is generally no obligation on an employer to inform and consult the employee on matters related to his employment.

This usually only arises in a business transfer situation. In a business transfer situation, if the transferor fails to discharge his obligations under the EA to inform and consult EA Employees prior to the transfer, the employee may refer the matter to the Commissioner for Labor for Adjudication, and the Commissioner is empowered to: a. delay or prohibit the transfer of the employee concerned, or b. order the transfer of the employee and set such terms as the Commissioner considers just. CRIMINAL SANCTIONS Criminal sanctions include fines or imprisonment for offences under the EA (or other applicable statutes). Offences under the EA include: wrongful detention of an employee by the employer after a contract of services have been determined; obstructing an employee appearing before an inquiry held by the Commissioner; fraudulently inducing an employee to emigrate out of Singapore to work; entering into prohibited contracts of service; failure to pay salary as stipulated; and employment of children under 12 years of age. Any director, manager, secretary or other officer of the company may also be charged with the same offence and punished upon conviction if it can be shown that the offence is committed with the consent or connivance of any act or default of such persons. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SOUTH AFRICA LEGAL SYSTEM, CURRENCY, LANGUAGE Common law, civil law and customary law, subject to the Constitution. Rand (ZAR). Eleven official languages: Afrikaans, English, Ndebele, Northern Sotho, Sotho, Swazi, Tswana, Tsonga, Venda, Xhosa and Zulu. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company must register as an “external company” with the Companies and Intellectual Property Commission before it can enter into employment contracts in South Africa, and is required to pay corporate income tax. Companies (including external companies) are obliged to register and deduct tax from an employee’s salary and, in addition, have reporting duties to the South African Revenue Services.

The maximum personal tax rate is currently 40%. Employers are required to contribute to prescribed employee benefit funds and make contributions to an unemployment benefit fund. Employee contributions to the unemployment benefit fund are deducted and paid on their behalf by the employer. PRE-HIRE CHECKS REQUIRED Immigration compliance. Profession specific requirements may apply, subject to the profession in question, e.g., directors of companies may not be unrehabilitated insolvents. PERMISSIBLE Employees’ personal information is protected by the Protection of Personal Information Act (“POPI”).

Personal information may only be processed if the purpose for which it is processed is adequate, relevant and not excessive. The procedures to be followed to gain access to personal information will depend on the nature of the information and the reasons why such information is sought. This may include reference checks, and possibly criminal and credit checks where relevant to the position. IMMIGRATION All non-citizens must hold an appropriate work visa.

Local sponsor for a work visa is generally required and it is also necessary to show that no local person is capable of filling the applicant’s position. Foreign nationals who overstay will be declared undesirable and their employment prohibited. HIRING OPTIONS EMPLOYEE Full-time permanent employment, fixed term, part-time, and employment below the minimum hours per month (which may result in exclusion from minimum benefits). 207 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors are excluded from the employment protections afforded to employees, but legislation imposes a presumption of employment if certain elements exist in the working relationship, such as the right of supervision on the part of the employer. The presumption applies only to persons earning below a threshold amount published annually (“the BCEA threshold”), currently set at ZAR 205,433.30. For other workers, the common law dominant impression test will apply. There is no single indicator of an employment relationship.

Instead, the court will look at the relationship as a whole, to determine whether the relationship is one of employment or independent contracting. The level of control exercised by the employer over the “employee” is one aspect to be considered. AGENCY WORKER Employees earning below the BCEA threshold enjoy additional protection if placed at a client through an agency (temporary employment service). Except in limited circumstances, after an initial period of placement, the agency worker will be deemed jointly employed by the client and agency, and become entitled to have terms of employment equalised relative to comparable permanent employees of the client.

No deemed employment applies to higher earning agency workers. EMPLOYMENT CONTRACTS AND POLICIES REQUIREMENTS No formalities but written employment agreements are common. Contract comes into existence upon valid acceptance of a valid offer of employment. Consensus with regard to the nature of the services rendered and remuneration is required.

On commencement of the employment relationship employer is required to provide the employee with information such as the calculation and method of payment. The employee cannot contract out of certain rights contained in the Basic Conditions of Employment Act (“BCEA”). PROBATIONARY Permissible for a “reasonable period” (normally between 3 and 6 months). POLICIES No specific policies are mandatory. Employers are not required to have written health and safety policies but are required to adhere to the requirements contained in the Occupational Health and Safety Act.

Government codes of good practice for employers may recommend particular policies but are often not binding. THIRD PARTY APPROVAL None required. LANGUAGE REQUIREMENTS When rights of employees are affected, employers are required to ensure that the employees understand the action taken, or information imparted. This may require that information be supplied in a language that the employees can understand. Disciplinary proceedings may be considered unfair if conducted in a language with which the employee is insufficiently familiar to enable effective participation in the proceedings.

Translators must then be supplied. 208 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 209 W W W.DL APIPER .COM MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Independent contractors are excluded from all employment protection. Specific categories of employees may further be excluded from some legislative protections, for instance employees working less than 24 hours per month are excluded from minimum employment terms under the BCEA, and employees earning above the BCEA threshold are not entitled to overtime payments unless their contracts of employment provides otherwise. WORKING HOURS Maximum 45 hours a week, subject to the exemptions identified in the BCEA (employees earning above the BCEA threshold; senior managerial employees; employees engaged as sales staff who travel to the premises of customers and who regulate their own hours of work; employees who work for less than 24 hours per month for the employer; and an employee who performs work that is required to be done without delay owing to circumstances for which the employer could not reasonably have been expected to make provision and which cannot be performed by other employees within their normal working day). Rules on rest breaks, night work and rest periods between shifts apply. Agreements on compressing work weeks and averaging of work hours can impact maximum work hours. OVERTIME Overtime may be worked if agreed between the employer and employee.

An agreement to work overtime concluded in the first 3 months of employment is only valid for 12 months. Limitations on maximum overtime apply (10 hours per week, or 15 hours in terms of a collective agreement), but agreements on compressing work weeks and averaging of work hours can alleviate limitations. Compensation for overtime is payable to employees earning below the BCEA threshold, but higher earning employees are excluded from overtime payment unless the employment contract provides for it. Minimum statutory overtime rates are either one and a half times the normal rate, or two times the normal rate, with the highest rate being payable if the overtime is worked on a Sunday or public holiday and the employee is not normally required to work on Sundays and/or public holidays.

Time off may be given in lieu of paying overtime, by agreement. WAGES No general prescribed minimum wage. Sectoral determinations (subordinate legislation promulgated by the Minister of Labor, which sets up basic conditions of employment for specific sectors and areas that are not well organised) provide for minimum terms and conditions of employment in a particular industry or sector, which include minimum wages. VACATION Minimum 3 weeks’ paid annual leave as well as 12 days’ statutory holidays, on full remuneration. SICK LEAVE AND PAY All employees are statutorily entitled to paid sick leave of 6 weeks per 36 month employment cycle. Payment based on basic wages, not full remuneration.

Pro-rated leave entitlements may apply for shorter periods of employment and in the first 6 months of employment. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA MATERNITY/PARENTAL LEAVE AND PAY Minimum of 4 consecutive months of unpaid maternity leave. Employees may claim partial remuneration through the Unemployment Insurance Fund. No specific paternity leave, however family responsibility leave of 3 days per year (non-cumulative) can be used as paternity leave, or as contractually agreed. DISCRIMINATION Direct and indirect discrimination are prohibited. Sexual harassment and unequal pay on prohibited grounds are given express protection as forms of unfair discrimination. Designated employers are obliged to put into place affirmative action policies, including numerical targets but excluding quotas, to increase access to opportunities for previously disadvantaged South African citizens (African, Coloured, Indian people, women and people with disabilities). The listed grounds protected from unfair discrimination are race, gender, sex, pregnancy, marital status, family responsibility, ethnic or social origin, colour, sexual orientation, age, disability, religion, HIV status, conscience, belief, political opinion, culture, language, birth and any other arbitrary ground. BENEFITS AND PENSIONS The contract of employment will determine whether the employee is entitled to any further benefits, including subsistence, travel and pension allowances, bonuses or acting-up allowances. No obligation that employees should belong to a retirement fund. DATA PRIVACY Employee monitoring impacted by legislation, including POPI, but not prohibited.

POPI restricts the extent to which employers can access the private information of its employees. Employees must generally be notified of the reason for personal data processing, and provide consent. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Employees automatically transfer to the new employer in the event of a transfer of a business or service as a going concern. No general consultation requirement, but terms of service can only be amended by agreement.

Disclosure of information required, with failure to do so resulting in limited joint and several liability for the two employers. No dismissal by reason of the transfer, but dismissals due to operational requirement may still be effected if the reason for dismissal is unrelated to the transfer. EMPLOYEE REPRESENTATION Employees are constitutionally entitled to join a trade union, to be represented by such trade union and to strike. Industry-wide collective bargaining agreements may be concluded which apply to parties in a bargaining council (a body formed by organised labor and organised employers for a particular sector which forms the forum for industry wide collective bargaining).

The result is an extensive framework of collective bargaining, organisational rights, collective agreements and bargaining councils that play a central role in most commercial and employment activities. 210 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 211 W W W.DL APIPER .COM TERMINATION GROUNDS Termination is permissible if substantively and procedurally fair. Dismissal is only justifiable by reason of misconduct, capacity (ill-health or performance) or operational requirements. Termination by effluxion of time (i.e. fixed term or retirement age) not considered dismissal, hence no requirement of fair reason or fair process. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees from the beginning of the employment relationship, although termination is easier during a probation period. Independent contractors not protected. PROHIBITED OR RESTRICTED TERMINATIONS Automatically unfair dismissals are prohibited, and increased penalties will attach if a dismissal is motivated by one of these prohibited reasons.

Automatically unfair dismissals include for instance dismissals due to employee participation in lawful strike action and dismissals due to an employee’s pregnancy or a reason related to pregnancy. THIRD PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES Strict information and consultation rules apply to all mass layoffs (operational requirement dismissals or retrenchments). Additional requirements apply to large scale retrenchments (size of retrenchment determined on a sliding scale, by reference to number of affected employees compared to total employees). No notice to government officials required. NOTICE Minimum BCEA notice periods of between one week and four weeks apply, unless contracts of employment provide for longer notice, or a collective agreement provides a shorter period. Notice to be given in writing.

Notice cannot be given while the employee is on any type of leave. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Employer may freely elect to pay remuneration in lieu of notice, irrespective of who gives notice. The decision to waive the obligation to work during a notice period rests with the employer, but the employee must agree to a waiver of the obligation to pay remuneration. The employee cannot be compelled to take accrued leave during the notice period. Garden leave is neither regulated by statute, nor commonly provided for in employment contracts. SEVERANCE Only payable in the event of operational requirement dismissals.

Minimum of 1 week’s remuneration per completed year of service, subject to additional payments agreed in the consultation period. Severance is one of the mandatory topics of consultation. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 212 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS In principle enforceable, with the party seeking to escape its effect having the onus of proving that the restraint ought not to be enforced, for being against public policy. The enforcing party must, however, be able to show a protectable interest, and the limitations to competition must not go beyond what is reasonably necessary to protect such legitimate business interest. Protectable interests include client relationships and trade secrets. NON-COMPETES Permissible in principle if the employer has a protectable interest and the restraint goes no further than necessary to protect that interest. CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Employees can contract out of common law rights without any formalities. Limited right to waive statutory rights (ie only to the extent that legislation may allow such waiver).

No specific requirement that the employee waiving a right must be represented, or for any formalities to be met. REMEDIES DISCRIMINATION AND SEXUAL HARASSMENT Claims must first be referred to the Commission for Conciliation, Mediation and Arbitration (“CCMA”) or a Bargaining Council with jurisdiction for conciliation. If conciliation fails, the claim is referred to the Labor Court for adjudication, or for arbitration at the CCMA Bargaining Council in limited circumstances (ie sexual harassment cases, with the parties’ consent, or if the complainant earned below the BCEA threshold). Strict time limits apply. Remedies include compensation (unlimited) and damages (limited to the BCEA threshold). UNFAIR DISMISSALS AND UNFAIR LABOR PRACTICES The majority of disputes must be referred to the CCMA or Bargaining Council with jurisdiction for conciliation.

If conciliation fails, the nature of the dispute determines whether the dispute must be referred to adjudication at the Labor Court, or arbitration at the CCMA or Bargaining Council. Strict time limits apply. Remedies are primarily reinstatement (possibly retrospective) and compensation, limited to a maximum of 12 months’ remuneration for unfair dismissal and 24 months for automatically unfair dismissal. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 213 W W W.DL APIPER .COM FAILURE TO INFORM AND CONSULT There is no separate cause of action for failure to consult, but this may constitute the basis of a finding of procedural unfairness in an operational requirements dismissal. Where only procedural unfairness is found, the reinstatement remedy is not available. CRIMINAL SANCTIONS Employment law is largely de-criminalised, however, specific legislation renders some behaviour a criminal offence. For instance, disclosure of the private information of employees to third parties is an offence. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SOUTH KOREA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law jurisdiction, though court precedents play an important role. South Korean Won (KRW). Korean. CORPORATE PRESENCE REQUIREMENTS & PAYROLL SET-UP Foreign companies may directly engage employees in Korea; however, because of potentially negative tax implications, it is uncommon for foreign companies to do so. There are four ways for foreign nationals to engage in business activities in Korea: (I) establishing a local corporation; (2) opening a private business; (3) opening a branch; and (4) opening a liaison office. Payroll withholdings are required. PRE-HIRE CHECKS REQUIRED Immigration checks are generally required. PERMISSIBLE Under the Personal Information Protection Act (“PIPA”), to conduct background checks that go beyond the scope generally required to enter into an employment agreement, consent must be obtained from the applicant.

Separate consent must be obtained if sensitive information such as an employee’s health information or criminal records are to be checked. IMMIGRATION Long-term and short-term general work visas are available to visit Korea for business-related purposes. 2 short-term visas are available (C-3-4 and C-4 visas), and 3 long-term visas are available (D-7, D-8 and E-7 visas). The appropriate visa type depends, among other things, on the nature of the assignment/employment and the type of employing entity located in Korea. Special work visas (E-4, D-5 and D-9 visas) are available for foreign nationals working in highly specialised areas of expertise; and special resident visas (F-4 and F-5 visas) are available which allow a foreign national to live and work in Korea without requiring a separate work visa. HIRING OPTIONS EMPLOYEE Employees may be employed on either an indefinite basis (referred to as “regular” workers) or a definite/fixed-term basis for a maximum term of 2 years (“non-regular” workers).

Fixed-term employees may be deemed to be employed on an indefinite basis if employed for a period of greater than 2 years, in principle. Employees can be engaged on a full-time or part-time basis. 214 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors may be engaged and companies should be careful to avoid establishing ‘employee’ status whereby the individual is entitled to all of the benefits of an employee including severance and employment security, thus, increasing the compliance, tax, payroll and other risks to the company. The primary factor distinguishing employees from contractors will be the degree of supervision and control by the company over the individual. AGENCY WORKER Engagement governed by the Act on the Protection of Temporary Agency Workers. These are “dispatched employees” employed by a temporary work agency, who provide services for a user company (under their direction and instruction) in accordance with the terms and conditions of a contract on temporary placement of workers, executed between the temporary work agency and the user company. The employment relationship is with the temporary work agency. EMPLOYMENT CONTRACTS & POLICIES EMPLOYMENT CONTRACTS Under the Labour Standards Act (“LSA”), all employers in Korea must enter into a written agreement with their employees which details, among other working conditions: wages, working hours and recess periods, weekly paid days off, and paid annual leave.

Any agreement that does not satisfy the standards prescribed by the LSA and other binding laws relating to working conditions will be void to the extent that it fails to meet those legal requirements. PROBATIONARY PERIODS No fixed period for probation by statute, though parties may agree to a probationary period. Generally a period of 3-6 months will be adopted. POLICIES Rules of Employment are required in companies with 10 or more employees in Korea. Apart from that, no mandatory policies. However, the Occupational Health and Safety Act (“OHSA”) establishes a basic framework of general standards for occupational health and safety, and requires most workplaces to establish an industrial safety and health committee which is to make regular reports to the government. THIRD-PARTY APPROVAL Rules of Employment must be filed with the labor authorities.

Apart from that, none required. LANGUAGE REQUIREMENTS No language requirements. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Generally all. Employees and dispatched employees are entitled to statutory employment rights, such as statutory severance pay and paid annual paid leave, while other types of workers (such as independent contractors) are not. 215 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 216 W W W.DL APIPER .COM WORKING HOURS Statutory limit is 8 hours per day and 40 hours per week. Employees in managerial or supervisory positions and employees handling confidential information are not subject to the statutory limits on working hours. OVERTIME Limited to 12 hours per week, to be paid at 150% of ordinary wage. WAGES The Minimum Wage Act (“MWA”) provides for minimum wage levels. The minimum wage can be fixed on an hourly, daily, weekly or monthly basis. The hourly minimum wage rate in effect for 2015 is KRW5, 580.

The minimum wage is calculated by adding fixed allowances to basic pay, although it excludes other compensation, for example, discretionary bonuses, overtime pay and fringe benefits. VACATION Employees must be given a minimum of 15 days’ paid annual leave for at least 80% attendance during the previous year, while employees who do not meet the overall yearly requirement of 80% attendance in the previous year must be afforded at least 1 day of paid annual leave for each full month of attendance. Following completion of the first year of service, this entitlement increases by 1 day after each 2 years of service, up to a maximum of 25 days. SICK LEAVE & PAY There is no legal requirement for employers to provide leave to employees for non-work related illnesses or injuries. It is not uncommon, however, for companies to provide paid sick leave whether or not an injury or illness is work related.

Employees will generally use their annual paid leave as personal sick days if paid sick leave is not available. Employers are required under the LSA to provide paid leave for work-related illnesses or injuries. MATERNITY/PARENTAL LEAVE & PAY Employers must grant pregnant female employees 90 days (120 days in case of multiple births) of paid maternity leave, which can be used before or after childbirth. Compensation for the first 60 days (75 days in case of multiple births) is paid by the employer, while the remaining days are paid from the Employment Insurance Fund, a state-run fund established by the Ministry of Employment and Labour under the Employment Insurance Act.

The statutory 90/120 days’ maternity leave includes holidays and Sundays. At least 45 days (60 days in case of multiple births) must be used after childbirth so that even where more than 45 days (60 days in case of multiple births) were used before childbirth, an employer must allow 45 days (60 days in case of multiple births) of maternity leave after childbirth. Male employees are entitled to 3 days’ paid leave, with 2 additional days of unpaid leave, which can be taken at the employer’s discretion, within 30 days of the child’s birth. Employees with children under the age of 8 or under the second year of elementary education have an entitlement to unpaid childcare leave of up to 1 year. This entitlement is applicable to both fathers and mothers.

The employee must have worked for the same employer for at least 1 continuous year. The employer is not obliged to pay wages during childcare leave, however, employees are instead paid under the employment insurance system and may receive 40% of their ordinary wage up to KRW 1 million with 15% of this amount payable 6 months after the employee’s return to work. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DISCRIMINATION The LSA prohibits discrimination against employees on the grounds of sex, nationality, religion or social status. Discrimination is also prohibited under statutes protecting disabled employees, female employees, foreign workers, and non-regular workers. Age discrimination is also prohibited. BENEFITS & PENSIONS Employers must subscribe to mandatory social insurance programs, the National Pension, the National Health Insurance, the Unemployment Insurance and the Industrial Accident Compensation Insurance. DATA PRIVACY Under the PIPA, an employee is entitled to request the employer to allow access to, correct or delete his or her personal information. The PIPA requires an employer to obtain the consent of the individual employee when his or her personal information is obtained or provided to third parties. RULES IN TRANSACTIONS/BUSINESS TRANSFERS The transferee automatically assumes the transferor’s responsibilities as regards to the employees (including their working terms and conditions, and liabilities), unless the employees otherwise agree. Unless there is just cause, employees are protected against dismissal (before or after the transfer). EMPLOYEE REPRESENTATION Employees have the right to establish and operate trade unions, and collective bargaining will have binding legal effect. Each workplace with 30 or more employees must have a Labor Management Council (“LMC”). LMCs are composed of an equal number of members representing employers and workers, and there shall be no less than 3 and not more than 10 members. TERMINATION GROUNDS The LSA provides that an employer may only terminate for “just cause”, though “just cause” is not defined.

The courts have generally held that “just cause” only exists in limited circumstances, including: •  Fault attributable to the employee making continued employment untenable: for example where the employee is guilty of sufficiently grave misconduct making it impossible to continue the relationship; continuous and persistent unsatisfactory performance; criminal or deliberate tortious acts against the employer; serious criminal acts not in the line of duty; improper relationships with other employees; or material misrepresentation in the hiring process. • Urgent business necessity to try and save a failing business from imminent bankruptcy. 217 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEES SUBJECT TO TERMINATION LAWS All employees are covered if 5 or more employees are employed by an employer. RESTRICTED OR PROHIBITED TERMINATIONS Employees on sick leave due to a job-related illness or injury (and for 30 days after their return); employees on maternity leave (and for 30 days after their return); and employees on childcare leave. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS None required. MASS LAYOFF RULES Lawful, provided an employer can show there is an “urgent business necessity,” that the employer has made best efforts to avoid the termination and that an objective selection process is conducted. A duty to report dismissals may be triggered depending on the number of employees routinely hired: •  where 99 or less employees are routinely hired, 10 or more dismissals will trigger a duty to report •  where 100-999 employees are routinely hired, dismissal of 10% of the workforce will trigger a duty to report and •  where 1000 or more employees are routinely hired, 100 or more dismissals will trigger a duty to report. NOTICE If an employee is dismissed, the LSA requires that the company provide the employee with 30 days’ prior notice or 30 days’ ordinary wages in lieu of notice. The company can be exempted from this requirement if either: (i) it can establish that it is impossible to maintain its business due to a natural disaster or other unavoidable reason; or (ii) the employee intentionally causes substantial problems for the company or intentionally damages company property. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE A statutory right to 30 days’ payment in lieu of notice. Garden leave possible if provided for in contract of employment or under company policy. SEVERANCE Employers must adopt a retirement benefit system. The default is the statutory severance pay system whereby upon termination of employment for any reason (including employee resignation), where the employee has been employed for at least 1 year, the employee is entitled to severance pay of 30 days “average wages” (all wages generally including bonus paid within the previous 3 months) for each year of continuous service. POST-TERMINATION RESTRAINTS Restrictive covenants are generally enforceable in South Korea provided they are reasonable and protect an employer’s trade secrets. 218 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 219 W W W.DL APIPER .COM NON-COMPETES Enforceable if reasonable and protect employer’s trade secrets. CUSTOMER NON-SOLICITS Enforceable if reasonable and protect employer’s trade secrets. EMPLOYEE NON-SOLICITS Enforceable if reasonable and protect employer’s trade secrets. WAIVERS Permissible. Terminations are often implemented through mutual agreements. REMEDIES DISCRIMINATION Employee may bring claim before the National Human Rights Commission with possible remedy of recommendation for cease of discriminatory activities and/or damage compensation, etc. UNFAIR DISMISSAL Employee can bring claim before the relevant Regional Labour Relations Commission (“RLRC”) with possible remedy of reinstatement with back pay. Where the employee does not wish to be reinstated, a lump sum can be provided to the employee. Employees dismissed without cause may also initiate civil proceedings in the District Court. FAILURE TO INFORM & CONSULT In certain circumstances the employer’s action can be deemed null and void in the absence of required consultation.

Action for breach of contract may be possible but damages should be substantiated. CRIMINAL SANCTIONS If the ruling of unfair dismissal is finalized by the court and the employer does not comply with the reinstatement order from RLRC, the employer may be subject to an imprisonment of up to I1 year or a criminal fine of up to 10 million KRW. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SPAIN LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of European Union (“EU”), so required to implement relevant EU Directives. Euro (EUR). Spanish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Spain with proper payroll registrations, subject to business and corporate tax planning considerations. Withholdings for income tax and social security to be done through payroll. PRE-HIRE CHECKS REQUIRED Immigration compliance.

For certain roles (eg security guards), the employee must provide the potential employer with a certificate proving lack of criminal records (the authorities issue certificates in this sense). Such certificates cannot be stored by the employer nor transferred to any other entity. PERMISSIBLE Reference and education checks are permissible with the applicant’s consent only. Most companies and institutions prefer to deliver the information directly to the applicant so that he or she can supply it to the potential new employer directly and personally. IMMIGRATION Nationals of the European Economic Area (“EEA”) and Switzerland have a right to work in Spain, subject to limitations for Croatia (until July 1, 2015).

A residency and work permit is required for non-EEA/Swiss nationals. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term (subject to strict limitations), full-time or part-time. Part-time and fixed-term employees have the right not to be discriminated against due to their status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company. It is important to check that they are not misclassified, as this may create liability. AGENCY WORKER Agency workers can only be engaged for a fixed-term or in training situations.

Agency workers have the right to equal treatment to employees in relation to their essential labor conditions through the entire length of the relationship. 220 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Verbal employment contracts are legal in certain cases, but are not market practice. In all cases, certain minimum information has to be put in writing, and a summary of the main terms of the contract (copia basica) has to be lodged with the Employment Office. For certain types of contracts (e.g. a seasonal employment agreement), an official template employment agreement is also required (provided by the Employment Office). Mandatory employment legislation and the applicable Collective Bargaining Agreement (“CBA”) must be honored. PROBATIONARY PERIODS Permissible.

Subject to the limits fixed by the applicable CBA, and where the CBA is silent, the term is 6 months for qualified employees, and 2 months for unqualified employees. Companies with fewer than 50 employees can enter into the so-called “contract to promote entrepreneurship,” which permits a 1 year probationary period (for qualified and non-qualified employees). POLICIES Not formally required, although is common practice for major companies on multinational employers. THIRD-PARTY APPROVAL Apart from the filing of the basic copy mentioned above, there are no requirements for employment contracts or policies to get approved by any third-party. However, if policies include work control systems (e.g. policy regarding the use of the IT systems) or professional formation plans, employees’ representatives should be invited to provide a non-binding report. LANGUAGE REQUIREMENTS The basic copy of the employment agreement (copia basica) must be in Spanish.

The official template employment contract is provided by the Employment Office only in Spanish. If companies issues additional employment agreements, they could technically be in any language, but a Spanish version is highly recommended, as in case of conflict the judge will decide based on the Spanish translation. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All employees, except that employees subject to special employment regulation of senior management (“Royal Decree 1382/1985”) are not subject to the minimum employment rights established by the Workers’ Statute, unless otherwise agreed. In addition, most CBAs exclude senior managers from their scope. WORKING HOURS As a general rule, there is a 40 hours per week limit on working time.

CBAs may establish reduced working hours. 221 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OVERTIME Only with employee consent (except in cases of force majeure). Overtime must be compensated in cash (with a value at least equivalent to the ordinary hour) or time-off in the following 4 months. CBAs may establish a more beneficial treatment for the employee. WAGES The minimum wage fixed by the Spanish government for 2015 is: EUR 21.62 per day, EUR 648.60 per month and EUR 9.080.40 per year (14 payments), for a full-time worker. All CBAs establish salary charts with higher minimum wages. VACATION 30 days per year (plus 14 public holidays). CBAs may establish longer vacation. SICK LEAVE AND PAY Employees are entitled to take time off for sick leave (usually up to 18 months). There is a mandatory sick pay to be borne by the Social Security Scheme.

CBAs may require the employer to improve social security benefits. MATERNITY/PARENTAL LEAVE AND PAY 16 weeks’ paid maternity leave and 15 days’ paid paternity leave. In both cases the pay is to be borne by the Social Security Scheme and equivalent to 100% of the regulatory base (that is, the employee’s salary determined pursuant to a specific formula over which public benefits are calculated), except the first 7 days of the paternity leave where the cost is cover by the employer at the employee’s regular sicking rate. Employees have a right to return to work.

CBAs may require the employer to improve social security benefits. In some cases, the father can take a part of the maternity leave days. DISCRIMINATION Characteristics protected: age, disability, gender reassignment, marriage or civil status, pregnancy or maternity, race, religion or belief, sex or sexual orientation, political ideas, union membership, family relationships with co-workers and language. Discrimination cases are not frequent in Spain, with the exceptions of trade union related issues, or discrimination based on family related rights (i.e. maternity, paternity). BENEFITS PENSIONS Minimum benefits and pensions fixed by law and covered by the Social Security Scheme.

CBAs may establish further benefits or pensions complementing those set out by the public system. DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, have to give consent). Registration of databases with the Spanish Data Protection Commissioner (“AEPD”) is required. Special rules apply to data transfers, even between companies belonging to the same group.

International data transfers are subject to a stringent regime of administrative approvals and consents. Significant restrictions on monitoring email and Internet use at the workplace. 222 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive and Section 44 of the Workers’ Statute in case of change of employer (e.g. sale of an independent stand-alone business unit, merger, or spin-off). Right of the employees to maintain the same terms and conditions. The transfer is not by itself a cause for fair dismissal.

Duty to inform, and in case labor measures are planned (e.g. change of work center, change of employment conditions, collective dismissal), duty to consult with employee representatives. EMPLOYEE REPRESENTATION Both trade unions and work councils occupy a preeminent position in Spanish labor law. Industry level CBAs are very common. They may co-exist with CBAs agreed at a company level. In companies with 11-49 employees (or in companies with 6-10 employees if requested by the majority of employees), employees can invite elections to personnel delegates, in companies with 50 or more employees, elections to a works council.

Personnel delegates and works commits have the same rights and countries. The company does not need to initiate such elections (but also cannot hinder employee rights in that regard). TERMINATION GROUNDS Decided unilaterally by the employer: redundancy of the job position based on economic, organizational, productivity or technological reasons on individual as on collective basis; disciplinary dismissal (including performance). Other termination grounds: employee resignation; constructive dismissal; mutual agreement; grounds legally agreed in the contract; expiration of a fixed-term contract; death; permanent disability; employee’s retirement; force majeure; death or permanent disability. EMPLOYEES SUBJECT TO TERMINATION LAWS All. RESTRICTED OR PROHIBITED TERMINATIONS Some employees are protected against unfair dismissal (e.g., pregnant employees, employees enjoying reduced working time to take care of a child, employee representatives, employees who have filed a claim against the company. Protected employees can be terminated, but only for fair cause, or they will be entitled to reinstatement and back wages. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Third-party approval not required for individual terminations.

Termination documents in accordance with employment legislation are required. MASS LAYOFF RULES Collective dismissal rules will be triggered in the case that the number of affected employees exceed the legal thresholds (e.g. 10 terminations in a 90 day period in companies with fewer than 100 employees). 223 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA Strict information and consultation rules apply, which require involving both the employees’ representatives and the labor authority. However, there is no need to obtain approval for termination. Terminations can be challenged by the employees, the employee’s legal representatives, and in exceptional cases by the administration. NOTICE 15 days’ notice in case of redundancy of common employees. Senior managers are entitled to a minimum 3 months’ notice. Not required in case of disciplinary dismissal. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE If the 15 days’ notice is not honored, payment in lieu of notice is required. Garden leave is not expressly regulated, although employers sometimes use garden leave (which may result in issues given the employee’s right to work). SEVERANCE Fair individual redundancy: 20 days of salary pay per year of service up to 12 months. For collective layoffs, usually increased through collective consultations. Fair disciplinary dismissal: no severance. POST-TERMINATION RESTRAINTS Those aimed to protect the employer’s legitimate business interests can be enforced provided that: a) the employee receives adequate consideration and b) they do not exceed 2 years for qualified employees and 6 months for non-qualified employees. NON-COMPETES Permissible under the abovementioned rules. Once agreed the employer cannot unilaterally waive and therefore must pay the agreed compensation.

This restriction is usually agreed with high profile employees only. CUSTOMER NON-SOLICITS Permissible under the abovementioned rules. Extensive solicitation could also be subject to civil law claims under unfair competition rules. EMPLOYEE NON-SOLICITS Permissible under the abovementioned rules. Extensive solicitation could also be subject to civil law claims under unfair competition rules. 224 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA WAIVERS In principle, statutory rights cannot be waived and any waiver of the rights will be void and null. However, some exceptions apply. REMEDIES DISCRIMINATION Remedies include declaration of nullity of the Company’s decision; order to immediately stop the discriminatory practice; damages compensation; and/or reinstatement of the employee to his/ her position prior to the violation of the fundamental right. In addition, companies can face a fine ranging from EUR 6,251 to EUR 187,515 to be imposed by the Labor Inspection, but subject to appeal firstly before higher administrative bodies and subsequently before the labor courts. UNFAIR DISMISSAL In case of null and void redundancy or disciplinary dismissal (eg due to breach of fundamental rights, or due to discrimination): automatic reinstatement plus payment of back wages; in some cases, an additional damages compensation. In the case of unfair redundancy or disciplinary dismissal: The employer must choose between: a) reinstatement plus payment of back wages; or b) payment of a severance compensation, as follows: (i)  From the hire date until February 11, 2012: 45 days of salary per year of service capped at 42 monthly instalments, plus (ii)  rom February 12, 2012 to the termination date: 33 days of salary per year of service capped F at 24 monthly instalments. In principle, the total severance cannot exceed compensation for 720 days of work, except that the employee is entitles to a higher severance, in which case compensation is capped at 42 monthly instalments. Employee representatives who are unfairly terminated will have the right to choose between payment or reinstatement. FAILURE TO INFORM AND CONSULT Failure to inform the employee representatives of individual redundancy will lead to the declaration of in fairness of the termination. Failure to comply with information and consultation duties in a collective dismissal will lead to the declaration of nullity of the terminations and a fine ranging from EUR 6,251 to EUR 187,515. If the rights of the trade union are violated, an additional uncapped compensation can be imposed (usually between EUR 3,000 and EUR 6,000). Failure to inform or entrust in TUPE starting, will result in a fine ranging from EUR 651 to EUR 6,251 and exceptionally, declaration of nullity of the transfer of employees. 225 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 226 W W W.DL APIPER .COM CRIMINAL SANCTIONS There are criminal sanctions related to employment issues such as those linked to work-related accidents and social security fraud. Generally, legal persons shall be held criminally accountable for the felonies committed in their name or on their behalf, and to their benefit, by their legal representatives and de facto or de jure administrators. Legal persons shall also be criminally accountable for the felonies committed when perpetrating the corporate activities and on account and to the advantage thereof. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 227 W W W.DL APIPER .COM SWEDEN LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Member of European Union (“EU”), so required to implement relevant EU Directives. Swedish Krona (SEK). Swedish language. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company can engage employees in Sweden with proper payroll registrations, subject to doing business and corporate tax planning requirements. Employers are obliged to pay social security charges on top of gross salary and most benefits.

The social security charges amount to approximately 31% to be borne by the employer. The Swedish personal tax system operates with a progressive rate varying from approximately 28% to approximately 57%. The employer shall deduct from the gross salary and deliver an employee’s personal tax to the Swedish Tax Authority. PRE-HIRE CHECKS REQUIRED No pre-hire checks required. PERMISSIBLE Immigration compliance. Reference and education checks are common and permissible with applicant consent.

Criminal record checks are only permissible for specific roles (e.g., childcare positions) and subject to proportionality requirements. IMMIGRATION Nationals of the Nordic countries, most EU/European Economic Area (“EEA”) countries and Switzerland are permitted to begin working immediately upon entering Sweden, but must register at the Migration Board no later than 3 months after entering the country. Most non-EU/EEA, non‑Nordic and non-Swiss citizens who intend to enter Sweden to work need a work permit. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. An employer may not put an employee working parttime or employed on a fixed-term contract in a disadvantage by providing a less favorable salary or other employment terms, compared to employees in a similar situation working full-time or those in permanent employment. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company. However, engagement may be subject to misclassification exposure. Also, hiring of independent contractors may be subject to consultation requirements if the employer is bound by a collective bargaining agreement. AGENCY WORKER Agency workers can be hired in order to assign them to user undertakings to perform work under the user undertaking’s supervision and direction. The equal treatment principle under the Swedish Act on Agency Work requires that the employer (i.e., the temporary work agency) ensure that the basic working and employment conditions for the employee who has been assigned to a user undertaking shall be at least those that would have applied if the employee had been employed directly by the user undertaking to perform the same work. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Within I month of the commencement of employment, employees must be provided with certain information regarding minimum terms, e.g., name of employer, salary, work place, vacation, type of employment etc.

Issuing employment agreements is common best practice. PROBATIONARY PERIODS Permissible. Subject to a statutory limit of 6 months. POLICIES No requirement of written policies, but they are commonly used. It is generally advisable for an employer to have policies, e.g., concerning unilaterally issued benefits and use of work equipment (Internet access, computers and mobile phones). THIRD-PARTY APPROVAL No requirement. LANGUAGE REQUIREMENTS No statutory requirements, but it would be advisable to ensure that all employees understand the language of the documents provided. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS Standard working hours are 40 hours per week.

The employer may require the employees to work overtime for up to 48 hours during a period of 4 weeks or 50 hours during I month, subject to a maximum of 200 hours per year (general over-time). An employer may require, provided that there are special reasons and the situation cannot be resolved in any other way, over-time in addition to general over-time subject to a maximum of 150 hours per year (additional overtime). 228 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 229 W W W.DL APIPER .COM OVERTIME There is no statutory right to over-time payments, however, collective bargaining agreements typically include a right to over-time payments for employees in lower positions. WAGES There are no statutory regulations on minimum wages in Sweden. However, collective bargaining agreements typically include provisions regarding minimum wage/salary. Thus, subject to any collective bargaining agreement and non¬discrimination law, an employer and employee can freely agree upon the level of salary to be paid and any future salary increases. VACATION Employees are entitled to 25 days of paid holiday (public holidays excluded), after 1 year of employment (qualifying year), pursuant to the Swedish Holiday Act. SICK LEAVE AND PAY Employees are entitled to sick pay for 14 days under the Swedish Sick Pay Act, subject to a qualifying day (karensdag). Sick pay amounts to 80 % of the employee’s salary and benefits. As of day 15, employees are entitled to sickness allowance from the Swedish Social Insurance Office (Forsakringskassan). MATERNITY/PARENTAL LEAVE AND PAY Employees are entitled to parental leave under the Parental Leave Act.

The mother is entitled to 7 weeks before birth as well as 7 weeks after birth (both included in the 480 days mentioned below). The father is entitled to 30 days in connection with the birth to be taken at the same time as the mother. Parents are also granted different types of leave (eg total leave) until the child has reached the age of 18 months or, provided that the parent is still in receipt of a full parental allowance, for a period of time after the child has reached the age of 18 months. The employer is not required to pay the employee any salary during the time he or she is on parental leave (although the employee will accrue holiday during the parental leave as if the employee had worked for up to 120 days, or in case of a sole parent up to 180 days).

Instead, an employee is entitled to a parental allowance from the government. Parental leave is closely related to the right to parental allowance. Parental allowance is paid by the Swedish state for at most 480 days (450 days for children born before 2002), until the child has reached 12 years (8 years for children born before 2014).

For children born January 1, 2014 and after, parental allowance is paid for at most 96 days when the child is between age 4 and 12. Similar rights to parental leave are also available to employees adopting a child. DISCRIMINATION The Discrimination Act covers discrimination on the grounds of: sex, ethnic origin, religious or other belief, disability, sexual orientation, age and transgender identity or expression. The Discrimination Act contains provisions on active measures, supervision, and invalidity of discriminatory provisions in individual and collective bargaining agreements, entitlement to compensation and legal proceedings. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BENEFITS AND PENSIONS In general, benefits are either introduced by the individual contract of employment or by the collective bargaining agreement. The benefits provided to an employee usually depend on the level of seniority in the organization. Common benefits, at least for persons at a more senior level, are additional paid holidays, contributions to a private pension insurance; health and death insurance; mobile-telephone; company car/car allowance; and contributions (in addition to what is paid from the Swedish state) from the employer during parental leave. Collective bargaining agreements typically include provisions regarding payment of pension contributions into private pension insurance.

Benefits generally are subject to social security charges to be paid by the employer and taxes to be paid by the employee. DATA PRIVACY The Swedish Personal Data Act applies to the processing of employees’ personal data. The employer must ensure that the fundamental requirements for processing of the employees’ personal data are fulfilled (e.g., personal data must be correct, adequate and relevant in relation to the purposes of the processing and may not be retained for a longer period than is necessary in light of the purposes of the processing), there must be a legal basis for the processing, such as performance of the employment agreement or consent, and the employee must receive adequate information regarding the processing. Special rules apply to data transfers outside the EEA. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Rights and obligations arising from a contract of employment or from an employment relationship existing on the date of a business transfer are automatically transferred, under the Employment Protection Act (“EPA”).

The employer has a duty to inform and consult with trade unions if the company is bound by a collective agreement, or with any trade union that whose members employed by the company will be affected by the transfer. Any dismissal connected to the transfer would be in breach of the EPA, unless for an economic, technical or organizational reason. EMPLOYEE REPRESENTATION Sweden has a high rate of trade union affiliation among employees, totaling around 75-80%. The Co-Determination Act (medbestammandelagen) consists of rules regulating collective agreements, rules of procedure regarding negotiations, consultations and employee representation.

Pursuant to the Co-Determination Act, both employees and employers have the right to belong to an organization of employees or employers and to exercise the rights of membership in such organization. The right of association may not be infringed upon. Collective bargaining in Sweden is centralized and historically bargaining in the private sectors has taken place on three levels: national (between the Confederation of Swedish Enterprises and the employee federations); industrial‑wide (between industrial-wide organizations on both sides); and local (between the company and the local union).

Legally binding agreements are concluded at all levels of bargaining. Traditionally, the industrial-wide level has been the focus of bargaining and there are industrial-wide collective agreements in almost every sector of the Swedish economy. The concept of works councils is not recognized in Sweden (besides European Works Councils). Instead, employees’ influence is safeguarded by the trade unions. 230 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TERMINATION GROUNDS The EPA requires that the employer has a “just cause” in order to terminate employment. The EPA distinguishes between termination due to personal reasons (e.g., poor performance, misconduct or disloyalty) or economic reasons, (e.g., restructuring or reorganization, closing down of business, etc.). Redundancy is generally deemed to constitute just cause for termination under the EPA (the employer must, however, follow the substantive and the formal rules laid down by the EPA). Conversely, termination due to personal reasons is deemed to be a last resort by the courts and the burden of proof is on the employer. An employee may also be summarily dismissed in a situation where he or she grossly neglects obligations towards the employer. EMPLOYEES SUBJECT TO TERMINATION LAWS The EPA applies regardless of employment period and form of employment and to all employees with only a few minor exceptions, e.g., employees in managerial or similar positions (in respect of salary, position and job assignment), members of employer’s family, employees engaged in the employer’s household and employees assigned public temporary work. RESTRICTED OR PROHIBITED TERMINATIONS If employment is terminated due to redundancy, the notice period for an employee on full parental leave does not commence until the employee returns to work or the date the employee would have returned to work.

If an employee is given notice of termination during the employee’s vacation, the notice of termination shall be deemed effective not earlier than the day after the vacation ends. Moreover, termination of employment may not be in violation of applicable anti-discrimination laws (e.g., the Discrimination Act and the Parental Leave Act). Employees who also are trade union representatives (fackliga fortroendeman) may be protected under the Trade Union Representative in the Workplace Act (lag om facklig fortroendemons stallning pa arbetsplatsen). THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES If more than 5 employees may be affected by a potential redundancy, the employer is obligated to notify the Swedish Public Employment Service in writing. Additionally, normal redundancy rules under the EPA must be adhered to. NOTICE The minimum period of notice for the employer is I month and the period of notice increases by I month for each 2 years of service, up to a maximum of 6 months when the employee has a length of service corresponding to 10 years. The EPA includes extensive formal and substantive rules to observe in relation to termination. An employer who intends to terminate an employee’s employment for personal reasons shall notify the employee and his or her trade union at least 2 weeks in advance prior to handing over the termination notice.

Thereafter the employee and his/her trade union have a right to request 231 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 232 W W W.DL APIPER .COM consultations. The termination cannot be effected until the consultations are concluded. In case of termination without notice (summary dismissal), the notification shall be given at the latest 1 week before the termination becomes effective. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Employees are both entitled to and have a duty to work during the notice period. Garden leave and payment in lieu of notice is subject to the employee’s consent. SEVERANCE Severance is not mandatory.

However, at least in midsize to large companies it is standard practice to include a severance payment on top of the notice period for a managing director in the employment agreement. The severance pay is normally corresponding to 6 to 12 months’ fixed salary. In addition, in a specific termination situation, it is common that the employer pays a severance payment in addition to notice in a settlement agreement, especially if it is unclear whether just cause for termination exists or if there are other issues (e.g., in relation to issues in relation to non-compliance with the last-in-first-out-rule (LIFO)). POST-TERMINATION RESTRAINTS There are no specific statutory rules under Swedish law prohibiting post-contractual restraints. However, such restraints may be deemed unreasonable and set aside or adjusted by a Swedish court.

If the employee is provided with compensation (at least 60% of the employee’s monthly salary) during the restricted period, the chances of the restrictions being enforceable are typically better. NON-COMPETES Normally 12 months or at most 24 months. CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Enforceable, the employee may sign a settlement agreement waiving statutory rights. REMEDIES DISCRIMINATION Any individual or legal entity that violates the prohibitions against discrimination and reprisals, or fails to fulfill the obligations to investigate and take measures against harassment, may be ordered to pay compensation to the individual who has been affected by the breach. An employer may also be liable to compensate for the economic loss that arises to the employee. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 233 W W W.DL APIPER .COM UNFAIR DISMISSAL Employees can challenge a redundancy. If the termination is found unjust and deemed to be invalid, the employee is entitled to reinstatement; compensation for loss of income; and damages for other losses suffered and the infringement of the employee’s rights. If the employer refuses to comply with a court’s judgment regarding reinstatement, the employer is additionally liable for damages equal to 16-32 monthly salaries. If the employee does not ask for reinstatement, he or she will be entitled to economic damages to cover lost salary, capped at a maximum of 32 monthly salaries.

In addition to economic damages, the employee would be entitled to general damages. FAILURE TO INFORM AND CONSULT Liability for damages to trade unions. Damages seldom exceed SEK 150,000 per breach. CRIMINAL SANCTIONS An employer who intentionally or negligently fails to comply with an order or prohibition issued by the Swedish Work Environment Authority pursuant to certain regulations may be fined or sentenced to imprisonment for a maximum of 1 year. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SWITZERLAND LEGAL SYSTEM, CURRENCY, LANGUAGE Civil law. Not a member of the European Union (“EU”), but member of the European Free Trade Association (“EFTA”). Swiss Francs (CHF). German, French, Italian. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can generally engage employees in Switzerland subject to business and corporate tax planning considerations and provided the employee can validly work in Switzerland. Social charges vary according to canton and the employer’s chosen pension fund scheme. Employer’s contributions have to be paid in addition to the gross salary, at approx.

12-20% of the gross salary. Employee’s contributions have to be deducted from the employee’s gross salary, at approx. 10%-17% of the gross salary.

The employer has to deduct employee’s tax at source where applicable. PRE-HIRE CHECKS REQUIRED Immigration compliance. Criminal and credit reference checks for specific roles (e.g., attorneys‑at‑law, bank executives). PERMISSIBLE Criminal and credit reference checks are only permissible if they are relevant to the proposed work and are subject to proportionality requirements. Reference and education checks are common and permissible with applicant’s consent. IMMIGRATION For all non-Swiss nationals, a work permit is required.

Swiss people have voted in early 2014 in a referendum that aims to terminate the agreements with European Union. Currently, we are uncertain about the legal consequences of this. The referendum has to be implemented within three years.

The work permit is generally easily granted for EU/EFTA nationals with certain restrictions for Bulgarian and Romanian citizens. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time. INDEPENDENT CONTRACTOR Independent contractors can be engaged with such status only if they can organize their time and duties themselves and effectively bear the economic risk related to their activity. Engagement may be subject to misclassification exposure. 234 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 235 W W W.DL APIPER .COM AGENCY WORKER Agency workers have to be formally employed by specifically authorized companies. If an extended collective employment agreement applies to the receiving company’s employees, agency workers will also benefit from its provisions regarding salary and work duration. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS The employee should at least receive, within the first month of employment, written indication regarding the names of the parties, the starting date, the position, the salary and possible additional salary elements and the weekly work duration. Mandatory legal provisions must be observed, as well as collective labor agreements whose scope has been extended by the State to all employers in a specific industry (which is the case, for instance, in the construction industry, furniture industry, hospitality and restaurant sectors, private security services and retail). PROBATIONARY PERIODS Permissible. Up to 3 months (statutory limit). POLICIES So-called “industrial companies” (i.e., factories manufacturing and processing goods and enterprises using machines and/or automatic processes) must have a written health and safety policy and, where necessary, a disciplinary measures policy. These are optional for other companies.

It is common to have expense reimbursement policies. Specific grievance policies are highly recommended. THIRD-PARTY APPROVAL An industrial company’s mandatory health and safety policy need to be reviewed by the Cantonal Labor Authority. LANGUAGE REQUIREMENTS No statutory requirements. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All, except that top managers are not subject to a specific maximum work duration. WORKING HOURS 45 hour a week limit on working time for most workers (supplementary time possible within appropriate limitation, e.g., in case of emergency, and generally for max. 2 hours a day and 170 hours a year). .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 236 W W W.DL APIPER .COM OVERTIME Overtime must be compensated at 125%. The employee can consent to compensation by time off. As long as overtime is not over the maximum legal duration, the employer and the employee can have a written agreement providing for other compensation (e.g., at 100% instead of at 125%) or even no additional compensation at all when the agreed salary arguably compensates the overtime, and overtime is not much more than what could be expected when signing the contract. WAGES No general legal minimum wage; minimum wages are sometimes stated in specific collective labor agreements and specific standard employment agreements. VACATION At least 4 weeks per year (5 weeks for employees under 20 years old), and generally 9 public holidays (depending on the canton). SICK LEAVE AND PAY Sick leave is paid in proportion to increasing seniority. Companies and employees can opt for a derogatory scheme (loss of earning insurance providing for 80% of salary up to 720 daily indemnities). MATERNITY/PARENTAL LEAVE AND PAY 16 weeks’ maternity leave after childbirth (14 weeks paid by the Federal insurance, 2 additional weeks in Geneva canton). 1 week paternity leave common in practice but not mandatory. DISCRIMINATION Gender discrimination is directly prohibited.

Other kinds of unjustified discrimination are indirectly prohibited (i.e., only if the employee is able to prove that the discrimination has led to a violation of his or her personality, that is when he or she has suffered a painful worse treatment than other employees, without any objective reason). BENEFITS AND PENSIONS Old-age, survivors and disability risks are covered by a three-tier system: first tier: mandatory social security contributions (AVS/AI); second tier: mandatory occupational insurance (the employer can agree an occupational insurance over and above the mandatory requirements); third tier (optional and not related to the employment relationship): voluntary payments with tax exemption. DATA PRIVACY Employees should in general be notified of personal data processing (and in certain cases, give consent). Registrations with the Federal Data Protection Commissioner are required in certain circumstances. Special rules apply to data transfer outside of Switzerland.

Significant restrictions on monitoring email and Internet use. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer of all employment agreements in case of transfer of business undertakings (mostly asset deals). Duty to inform and consult with employee representatives if any, or, if none, with the employees. EMPLOYEE REPRESENTATION Workers are entitled to elect a representative in companies with more than 50 workers. Trade unions are prevalent in certain sectors. Industry level collective bargaining agreements are common.

Trade-union arbitrators often act as conciliators when there is collective labor dispute. TERMINATION GROUNDS Termination of indefinite duration contracts is possible for any reason, except for “abusive reasons”. Certain reasons cannot serve as a fair basis for a termination (individual characteristics, complaints made by employee regarding his or her working conditions or his or her agreement not being respected, trade-union membership, etc.) and a fair process must be followed in any case. EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS When employee is unfit for work (accident, sickness) for limited periods increasing with seniority (30 to 180 days), or is pregnant or in military service, or within the 16 weeks following giving birth. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES Information and consultation rules apply when at least 10 employees are to be made redundant within 30 days, depending on various thresholds. The employer must also notify the Cantonal Labour Authority of the result of the consultation. Depending on the canton, specific rules may also apply when at least 6 employees are dismissed within the same calendar month. NOTICE Unless otherwise stated in the contract: 7 calendar days within the probation period; 1 month’s notice to the end of a month during the first year of service, then 2 months’ notice to the end of a month from the second to ninth years of service and 3 months’ notice to the end of a month thereafter. The contract can provide for different notice periods, but no less than a 1 month’s notice after the probation period. No notice required for terminations for very serious misconduct (such terminations have to be notified within 2 – 3 days after having discovered the breach). 237 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. SEVERANCE Due only to employees of at least 50 years of age and 20 years or more of service provided there is a shortfall in pension benefits. Due to this last condition, this statutory entitlement almost never applies. The severance amount would be between 2 to 8 months’ pay. Written agreements and collective labor agreements may adopt specific provisions. POST-TERMINATION RESTRAINTS NON-COMPETES Possible provided the working relationship allows for employees to have knowledge of their employer’s clientele or manufacturing and commercial secrets. Non-competition clauses based on knowledge of the client are in principle unacceptable in circumstances where the relationship between employees and clients is essentially a personal one based on employees’ abilities and their particular relationship with clients.

The restraint has to be appropriately restricted with regard to place, time and scope such that it does not unfairly compromise the employee’s future economic activity. Typically no more than 1 year if based on the knowledge of the employer’s clientele, and no more than 3 years if based on knowledge of manufacturing and commercial secrets. CUSTOMER NON-SOLICITS Permissible (similar restrictions to non-compete). EMPLOYEE NON-SOLICITS Permissible (similar restrictions to non-compete). WAIVERS Waivers of mandatory entitlements agreed during the employment and the month after termination of employment are only enforceable if the waiver is made against well-balanced concessions. REMEDIES DISCRIMINATION Gender discrimination at hiring: up to 3 month’s salary. Sexual harassment: up to 6 months based on the Swiss average salary. Moral sufferance: generally no more than CHF 25,000. UNFAIR DISMISSAL Maximum penalty of an amount equivalent to 6 months’ salary (rarely more than 4 months).

Unfair dismissal decided in retaliation against a gender claim may lead to reinstatement in the company (rarely invoked). 238 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 239 W W W.DL APIPER .COM FAILURE TO INFORM AND CONSULT Mass redundancies: 2 possible consequences: a) the employment agreements are not considered as terminated as long as the Cantonal Labour Authority has been notified with the result of the consultation; b) the dismissal is considered as unfair, giving right to compensation capped to 2 months’ salary. Transfer of business undertakings: general remedies (reimbursement of damages). Merger: possibility to block the merger. CRIMINAL SANCTIONS Failure to comply with health and safety legal requirements; undeclared or illicit work; sexual and psychological harassment. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TAIWAN LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. New Taiwan dollar (TWD). Mandarin. CORPORATE PRESENCE REQUIREMENTS & PAYROLL SET-UP Foreign companies cannot directly engage employees in Taiwan, but can set up branches, subsidiaries and representative offices, all subject to different registration procedures. Withholdings for taxes, labor insurance, pension, and health insurance. PRE-HIRE CHECKS REQUIRED Work permit and residency compliance. PERMISSIBLE Non-criminal record certificates, reference and education checks are permissible with applicant consent, although some restrictions apply. IMMIGRATION All foreign nationals, including Hong Kong and Macau citizens, require work permits to work in Taiwan. Chinese citizens are not considered foreigners and are subject to special rules depending on their purpose of stay.

Companies employing foreigners are required to abide by industry, quota, and credential restrictions. HIRING OPTIONS EMPLOYEE Fixed-term and non-fixed contracts. Full-time or part-time. INDEPENDENT CONTRACTOR Independent contractors fall outside the scope of the Labor Standards Act (“LSA”). Courts will review the degree of control over a worker in deciding whether he or she is subject to the LSA and in fact an EMPLOYEE. AGENCY WORKER Called “dispatch worker” in Taiwan and subject to government restrictions. 240 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYMENT CONTRACTS & POLICIES EMPLOYMENT CONTRACTS Employment contracts are not mandatory for Taiwanese nationals, but are common. Employment contracts are required for foreign employees. PROBATIONARY PERIODS Permissible but there are no provisions under the LSA which govern probationary periods. Accordingly, advance notice and severance required for terminations. POLICIES Work rules containing health, safety and grievance policies required for organizations with over 30 employees. THIRD-PARTY APPROVAL Foreign worker contracts are required to be submitted to the Ministry of Labor. Work rules must be submitted with the local labor authorities. LANGUAGE REQUIREMENTS No statutory requirements, but any supporting documents must be presented to the courts in Chinese in the case of any disputes. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 8 hours per day or 84 hours over a continuous 2-week period. Depending on the industry, it may be possible to reallocate hours (“flex-time”) to add 2 additional hours onto some work days by deducting that time from previous days.

Employers and employees can also agree to: (i) arrange for working hours of 2 days every 2 weeks to be spread out to other workdays, provided that no more than 2 hours shall be distributed to each of the other workdays; or (ii) arrange for regular working hours (over every 8 weeks) to be spread out in another format, so long as the regular working time does not exceed 8 hours per day or 48 hours per week. OVERTIME Total work time (normal hours plus overtime) cannot exceed 12 hours per day. Overtime is 1/3 of hourly rate for less than 2 hours overtime, 2/3 for 2 to 4 hours of overtime, and double pay during national emergencies. WAGES Minimum wage is TWD 115 per hour (TWD 19,273 a month). VACATION 7 days of paid vacation leave after I year. 19 days off for public holidays, with varying dates. 241 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SICK LEAVE & PAY 30 days of 1/2 pay sick leave per year. MATERNITY/PARENTAL LEAVE & PAY 8 weeks of maternity leave at full pay (1/2 for employees who have worked less than 6 months). Those suffering a miscarriage will also be entitled to leave. Five days of paid paternity leave. Unpaid parental leave for up to 2 years for each child under 3 years old. DISCRIMINATION Characteristics protected from unlawful discrimination and harassment: age, disability, class, thought, facial features, language, gender reassignment, marital status, political party, pregnancy or maternity, race, religion or belief, sex or sexual orientation. BENEFITS & PENSIONS Labor and National Health Insurance systems covered through payroll deductions and contributions. Two pension systems (older LSA and New Pension Act).

Foreigners are only allowed to participate in the LSA pension system. DATA PRIVACY The collection, processing, and use of employee personal information is governed by the Personal Information Protection Act. The Act has notice and consent requirements that can be applicable to the collection, processing and use of employee information and are if there will be cross‑border transmission of the information or any use outside of the norms of a domestic employment relationship. Under amendments to the Employment Services Act that came into force in late 2012, the amount of personal information that an employer may request from an employee or prospective employee has been severely restricted. Prohibited or restricted personal information includes: physiological Information: for example, medical tests and fingerprints; psychological Information: for example, psychiatric tests and polygraph tests; and personal lifestyle information: for example, financial records, criminal records, family information and plans, and background checks. RULES IN TRANSACTIONS/BUSINESS TRANSFERS There is no automatic transfer of employees in an asset sale.

The new employer must inform the employees of the new terms and regulations and obtain the employees’ formal consent to the offer of new employment. If the employee refuses to accept the new terms and conditions, the previous employer must make severance payments to the employee. There is also a duty to inform and consult with employee representatives (unions). In a merger and acquisition situation, 30 days’ advance notice of the acquisition and the terms and conditions of employment with the new employer must be provided to the employees.

Employees then have 10 days to accept or decline the offer with the new employer. The employee’s failure to respond presumes consent. Past seniority must be recognized. 242 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Unions are allowed, but highly regulated. 30% of the labor force are union members. For businesses with more than 30 employees, which are regulated by the LSA, it is mandatory to have a labor management council. In practice, however, these councils are rarely used as many larger corporations have unions in any event. TERMINATION GROUNDS Allowed without notice and severance for acts of violence, serious contract/rule breaches, equipment abuse, misrepresentation of qualifications, unjustified absence from work for 3 days, or a jail sentence. Termination is allowed in other cases, but advance notice and severance are required. Employers may terminate the employment of employees for redundancy only: where the employer is ceasing business or the ownership of the employer is being transferred; where the employer suffers a loss or is curtailing business operations; where the operations of the employer are suspended for more than 1 month due to force majeure (i.e., when performance of contractual obligations are prevented by an event or circumstance outside the parties’ control); where the business nature of the employer has been altered, a reduction in the number of employees is necessary, and there are no other suitable job openings for the redundant employees.

Employees can also be terminated on performance grounds where the employee is proven to be incapable of carrying out the work assigned to him/her. EMPLOYEES SUBJECT TO TERMINATION LAWS Most employees (95.3%), including foreigners, are covered under the LSA. RESTRICTED OR PROHIBITED TERMINATIONS No prohibitions, although termination is not allowed if there are available job openings for redundant employees. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required, absent a mass layoff. MASS LAYOFF RULES The Mass Layoff Protection Act (“MLPA”) applies depending on number of employees and time frame. Where the MLPA applies, 60 days’ advance notice and public announcements must be given to (i) the labor union of which the affected employees are members of (if applicable), (ii) the employees’ representatives at the Labor-Management Conference and (iii) the employees affected by the redundancies. Further, the employer must notify the local labor authorities of the redundancy plans.

Within 10 days of the date of notification of the redundancy plans, the employer and the affected employees must engage in discussion to reach agreement regarding the mass redundancies. NOTICE 10 days’ notice after 3 months to 1 year of employment, 20 days for 1 to 3 years, 30 days for 3 years of more. Notice not required for very serious misconduct. 243 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Both permitted. SEVERANCE Generally 50% of average monthly pay per year of service up to a maximum of 6 months’ pay. For foreigners and local employees still under the LSA pension system, 1 month’s average pay for each year of service. POST-TERMINATION RESTRAINTS Assessed by the courts on a case‑by‑case basis. Generally. they are enforceable to the extent that they are reasonable.

In order for an employer/employee non-competition agreement/provision to be valid and enforceable, the following requirements must be met: i.  here are special interests of the employer that deserve protection; t ii. the employee occupies a certain level of position in the company; iii.  he restrictions on the new employment in respect of the employee, duration, geographical t area and professional activities should be reasonable; iv.  competitive action by the employee would be a violation of trust and faithfulness to the a employer; v.  mployees need to be compensated for loss from the non-competition obligation; and e vi.  he amount of any penalty must be reasonable. t NON-COMPETES 6 to 24 months. No specific laws, only government guidelines. CUSTOMER NON-SOLICITS Permissible for restraint periods of 6 to 24 months. EMPLOYEE NON-SOLICITS Permissible, no longer than 12 months recommended. WAIVERS Waivers of statutory claims may not be enforceable in Taiwan. REMEDIES DISCRIMINATION Penalties range from TWD 300,000 to TWD 1.5 million. Severance and pay in lieu of notice may also be required in dismissal cases. UNFAIR DISMISSAL Employee usually entitled to severance and pay in lieu of notice.

In unfair dismissal cases regarding pregnancy/miscarriage, or occupational injury, penalties range between TWD 90,000 to TWD 450,000. 244 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 245 W W W.DL APIPER .COM FAILURE TO INFORM & CONSULT While consultation is required for a mass lay off, there is no requirement to consult the employees in case of individual redundancies unless a mass layoff is involved. Failure to inform would result in the employer being required to pay statutory severance as well as payment in lieu of notice. Penalties range from TWD 100,000 to TWD 500,000. CRIMINAL SANCTIONS Not a concern. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 246 W W W.DL APIPER .COM THAILAND LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law influenced by Common Law. Thai Baht (THB). Thai. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees in Thailand subject to certain business and tax considerations and proper payroll registration. The employer must withhold tax at source, file a withholding tax return (Form PND 1, 2 or 3 as the case may be) and remit the amount of tax withheld to the District Revenue Office. PRE-HIRE CHECKS REQUIRED Visa and work permit compliance. Age of the employee (the employee must not be younger than 15). PERMISSIBLE The use, publication or distribution of any information obtained requires consent from the candidate who has given such information. A candidate can be asked to have a medical examination but this should only be after the employer has made a conditional offer of employment to a selected candidate. If criminal or education checks are carried out, or employer references are sought, the candidate’s consent should be obtained. IMMIGRATION A foreign person intending to work in Thailand must obtain a valid non-immigrant business (‘B’) visa before entering Thailand and a work permit in Thailand before commencing any work. Visa The applicant must apply for a non-immigrant business (‘B’) visa at the Royal Thai Embassy or Consulate before entering Thailand. The applicant will initially be permitted to stay in Thailand for a period of 90 days.

The foreign employee must leave Thailand by the expiry date or apply for an extension of stay with the Thai Immigration Bureau. A 1 year visa may be granted to an applicant whose initial non-immigrant business (‘B’) visa has 30 days remaining. The 1 year non-immigrant business (‘B’) visa will be granted in 2 consecutive periods of 1 month and 11 months respectively. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 247 W W W.DL APIPER .COM Work permit Once the employee has entered Thailand, a work permit application may be made. There must be 4 Thai employees for every 1 foreigner and the employer must have paid up registered capital of at least 2 million Baht per foreign employee (except where the employer obtains promotional privileges from the Board of Investment or other applicable exemptions apply). Processing the work permit application normally takes 2 weeks. HIRING OPTIONS EMPLOYEE A “hire of services” is a contract whereby a person, called the employee, agrees to render services to another person, the employer, who agrees to pay remuneration for the duration of services. Employment can be full-time, part-time, definite or indefinite. INDEPENDENT CONTRACTOR A “hire of work” is a contract whereby a person, called the contractor, agrees to complete work for the service recipient, who agrees to pay remuneration upon completion of the work. In general, the service recipient will not have the power to control the contractor.

An independent contractor will neither be protected nor entitled to employment rights under the Labour Protection Act B.E. 2541 (1998) (“LPA”) nor the Labour Relations Act B.E. 2518 (1975) (“LRA”). AGENCY WORKER According to the LPA, where an employer assigns another person to recruit a worker and it is not a job procurement business operation and such work is part of the manufacturing process or the work is for part of a business for which the employer is responsible, the employer shall be deemed to be the joint employer of the worker as if he/she were contracted under a hire of services contract by the employer (whether or not the employer supervises the work or is responsible for the payment of wages to the worker). The worker is entitled to claim for any benefit against the employer or such other person and the employer will be deemed to be the employer as if the employee were engaged by it directly.

However, the employer may recover any payment made to the worker from such other person if there is an agreement providing for such reimbursement. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS There is no requirement under Thai labor laws to have a written employment contract. However, in practice it is advisable to set out key terms and conditions of employment because those terms shall be considered as working conditions. PROBATIONARY PERIODS Permissible. A 3 to 6 month probationary period is common. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA POLICIES Where the employer employs 10 or more employees, work rules are mandatory. These must be provided in the Thai language and, as a minimum requirement, contain particulars of the following: working days; regular working hours and rest periods; holidays, and rules for taking holidays; rules concerning overtime work and work on holidays; date and place of payment of basic pay, overtime pay, holiday pay and holiday overtime pay; leave and rules for taking leave; discipline and punishment; submission of complaints; and termination of employment, severance pay and special severance pay. In addition, a work place having 20 or more employees shall have a written working conditions agreement which will form part of the employees’ contractual employment terms. This should include as a minimum: employment or working conditions; working days and hours; wages; welfare; termination of employment; petition procedure for the employee; and an amendment or renewal procedure of the working condition agreement. THIRD-PARTY APPROVAL Not required. LANGUAGE REQUIREMENTS No statutory requirement except for work rules which must be in Thai. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Employees employed under a hire of services (including agency workers) whether under openended, fixed-term, full-time or part-time employment are entitled to minimum employment rights. WORKING HOURS Must not exceed 8 hours per day and 48 hours per week with a rest period of at least 1 hour once the employee has worked for 5 consecutive hours. The rest period may be split into intervals of not less than 20 minutes or taken at one time (although an employee may agree not to have a rest period if the work necessitates continuous performance and stopping may damage the work or the work is urgent).

An employee is also entitled to at least 1 day off per week and the interval between days off shall be no longer than 6 days. Work which may be harmful to the health or safety of the employees as prescribed by Ministerial Regulations shall not exceed 7 hours per day and 42 hours per week. OVERTIME No employer shall be permitted to require an employee to work overtime on a working day except with prior consent of the employee on a case by case basis. Where the nature or type of work necessitates continuous performance and stoppage may damage the work, or where the work is urgent (or in other circumstances prescribed in the Ministerial Regulations), the employer may require the employee to work overtime. Where the overtime work is for more than 2 hours, the employer shall arrange for the employee to have a rest period for not less than 20 minutes before the employee commences the overtime work. 248 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 249 W W W.DL APIPER .COM For employees who are paid on a daily or monthly basis, the employer shall pay compensation of at least 1 1/2 times the employee’s hourly wage rate for each hour of overtime worked (and of at least 3 times the employee’s hourly wage rate for each hour of overtime worked on a holiday). For employees who are paid wages based on the amount of work performed, the employer shall pay compensation of at least 1 1/2 times the employee’s wage rate per unit on the working day based on the amount of work performed during the extra hours worked (and of at least 3 times the employee’s wage rate per unit on the working day for each hour of overtime worked on a holiday). WAGES Minimum wage of THB 300 per day. VACATION An employee who has worked consecutively for 1 full year is entitled to an annual holiday with pay of not less than 6 working days during the following year, which shall be fixed in advance by the employer or fixed as agreed by the employer and employee. Where an employee has worked for less than 1 year, he/she is entitled to a pro-rata amount. In addition, employees are entitled to 13 public holidays per year as prescribed and announced in advance by the employer. SICK LEAVE AND PAY An employee is entitled to sick leave as many days as he/she is actually sick. He/she will be entitled to payment of his/her ordinary wages for up to 30 days.

Where the employee takes 3 consecutive days’ sick leave, the employer may require the employee to present a medical certificate issued by a First Class medical practitioner or by a government clinic or hospital. MATERNITY/PARENTAL LEAVE AND PAY A female employee who is pregnant is entitled to a period of 90 days’ maternity leave, during which she will be entitled to payment of her ordinary wages for 45 days. There is currently no statutory paternity leave provided for the private sector. Paternity leave of 30 days can be given (with payment equal to 15 days’ salary) to public servants. DISCRIMINATION The Thai Constitution prohibits discrimination and the unequal treatment of employees. All persons are equal and shall enjoy equal protection under the law.

Unjust discrimination against a person on the ground of origin, race, language, sex, age, physical or health condition, personal status, economic or social standing, religious belief, education, or political views, is not permitted. The LPA also provides for equality in the work place for employees and requires that an employer should treat male and female employees equally in their employment, unless the nature or conditions of the work does not allow the employer to do so. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA BENEFITS AND PENSIONS Statutory benefits Workmen’s Compensation Fund Thailand has a worker’s compensation scheme which requires employers to pay medical expenses incurred by employees due to injury or disability caused by accidents arising out of and in the course of employment. Maximum compensation for total disability is 60% of salary for up to 5 years. Compensation for death is limited to 60% of salary for 8 years. Social Security Fund Every employer is required to register with the Social Security Fund. The government, employer and employee jointly contribute to the fund every time wages are paid.

The rate of contribution is 5% of an employee’s salary with a maximum of THB 750 per month. As a member of the Social Security Fund, an employee is entitled to receive compensation benefits in non-work-related cases. Voluntary benefits Provident Fund An employer may alternatively and voluntarily establish a Provident Fund which is used to provide security to an employee in the case of retirement, resignation, death or termination. The employee can contribute a minimum of 2% to a maximum of 15% of his/her wages, and the employer must contribute no less than the employee’s contribution. DATA PRIVACY There are currently no provisions governing data privacy under Thai law, although the Constitution offers general data privacy protection. RULES IN TRANSACTIONS/BUSINESS TRANSFERS There is no automatic transfer of the employment relationship from one entity to another under the LPA.

Employees can be transferred in two ways: either (i) the transfer of employment from the transferor to the transferee with the employee’s clear written consent or with a tripartite agreement entered into between the transferor, transferee and the employee, stipulating that all rights and benefits enjoyed by the employee during his/her employment with the transferor will continue and the employee’s service with the transferor will be recognized by the transferee; (ii) or full termination of the employee’s employment with the transferor and entering into of a new employment with the transferee. In this case, the transferor will be liable to pay statutory severance pay to and other compensation as provided under the LPA and the employee’s employment contract. With the employee’s employment fully terminated by the transferor, the transferee can offer the employee new employment with different terms and conditions (which may be less favourable from those offered by the transferor) and the employee’s service with the transferor will not be recognized. Change of ownership of business A mere transfer of shares in the employing entity will not be considered a transfer of business as the employing entity will remain the same. 250 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION Employees representatives The employees have the right to elect representatives (no more than 7 people) to participate in the negotiations about working conditions. Any demand by the employer or employee to make or amend the working conditions agreement must be made in writing to the other party. If an employee submits the demand, such demand shall specify the names and signatures of the employees in support of the demand, which shall be not less than 15 per cent of the total number of the employees who hold interest in such demand. Employee Committee In a workplace of 50 or more employees, the employees may establish an Employees’ Committee. The employer must organize a meeting with the Employees’ Committee at least once every 3 months or upon the request of more than one-half of the Employees’ Committee members or the labor union. The purpose of the meetings is: (1) to provide employees’ welfare; (2) to consult about working regulations which may be beneficial to the employer and employees; (3) to consider any complaints by the employees; and (4) to compromise and settle disputes in the work place. Labor Union The LRA contains detailed provisions on the duties, formation and powers of labor unions. Certain rules and requirements need to be satisfied by officials before a labor union can be recognized.

The labor unions have no mandatory collective bargaining agreements, but the labor union can assist in the settlement of disputes, acknowledgement of arbitral awards and in employee strikes. TERMINATION GROUNDS Whether an employer has reasonable grounds for termination will be determined on a case by case basis. The following are grounds for termination of employment under the LPA: (1) being guilty of dishonesty or intentionally committing a criminal offence against the employer; (2) wilfully causing damage to the employer; (3) being guilty of recklessness which causes serious damage to the employer; (4)  iolating work rules or regulations or disobeying a fair and lawful order of the employer and v in relation to which the employer has already given a written warning (except in serious cases where the employer does not need to give a warning). A written warning shall be effective for not more than 1 year from the date the employee committed an offence; (5)  bandoning duties without justifiable grounds for 3 consecutive working days regardless of a whether or not there is a holiday in between; and (6)  eing sentenced to imprisonment by a final court judgement; provided that in the case of an b offence committed due to recklessness or misdemeanours, the employer must have suffered damage as a result. 251 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 252 W W W.DL APIPER .COM EMPLOYEES SUBJECT TO TERMINATION LAWS All employees hired under a hire of services. RESTRICTED OR PROHIBITED TERMINATIONS An employer cannot dismiss, reduce the wages of, punish and/or withhold the performance of duty of any employee who is a member of the Employees’ Committee unless permission to do so has been given to the employer by the Labor Court. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS No third party approval is required except for the termination of employee who is a member of the Employees’ Committee (in which case approval from the Labor Court is required). MASS LAYOFF RULES Only apply in the case of termination of employment due to the introduction of machinery or replacement of machinery or application of technology. There is no numerical threshold to be reached before the rules apply. NOTICE For an employee who is party to an open-ended contract, either the employer or the employee may serve to the other notice of termination on or before any salary payment date to take effect on the following salary payment date. However, it is not necessary to provide notice more than 3 months in advance. Advance notice is not required if an employer terminates the employment with cause attributable to the employee as provided in the LPA. For an employee employed under a definite period contract, an employer does not need to provide prior notice in order to terminate such employment at the agreed time. However, if the employment is renewed or extended regularly, this may be deemed to be an open-ended contract and notice of termination will be required. In the case of termination of the employee’s employment by the employer as a result of reorganisation, improvement of the production process, distribution or service due to the introduction of machinery or replacement of machinery or application of technology which results in reduction of the number of employees, the employer must give 60 days’ notice of termination to the employee.

A failure to give such notice will result in payment of special severance equal to the last 60 days’ wages. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Only the employer has the right to make a payment in lieu of notice. There is no concept of garden leave under Thai laws. Employer and employees may agree thereto on a case by case basis. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA SEVERANCE LPA provides that an employer who terminates the employment of an employee without any cause attributable to the terminated employee as specified in the LPA (please refer to Grounds), is obliged to pay a severance payment to the employee at the rate prescribed by the LPA together with other due payments, e.g., payment in lieu of advance notice and other accrued obligations such as payment for unused annual leave, overtime payment, etc. An employee employed under a definite period contract or a project contract whose employment is terminated according to such specified period is not entitled to any severance payment. Rates of severance payment are as follows: Period of employment Severance pay (wage equivalent) 120 days but less than 1 year 30 days’ Wages 1 year but less than 3 years 90 days’ Wages 3 years but less than 6 years 180 days’ Wages 6 years but less than 10 years 240 days’ Wages 10 years or more 300 days’ Wages Special severance pay If an employer terminates an employee due to the introduction of machinery or replacement of machinery or application of technology, and such employee has been working for 6 consecutive years or more, the employer shall pay additional special severance pay (in addition to the severance pay above) of not less than the last 15 days’ wage rate per year of employment capped at an amount equal to the last 360 days’ wage rate. For any period of less than a 1 year, if the fraction of employment period is more than 180 days, it will be rounded up to 1 full year of employment. POST-TERMINATION RESTRAINTS Those that protect the employer’s legitimate business interests can be enforced to the extent that they are reasonable and fair to the parties. NON-COMPETES Non-competition agreement is permissible to the extent that it is reasonable and fair to the parties. Generally, the restricted period of not more than 2 years and within a restricted area (such as Southeast Asia) are acceptable. CUSTOMER NON-SOLICITS Non-solicitation agreement is permissible to the extent that it is reasonable and fair to the parties. Generally, a restricted period of not more than 2 years and within a restricted area (such as Southeast Asia) are acceptable. EMPLOYEE NON-SOLICITS Non-solicitation agreement is permissible to the extent that it is reasonable and fair to the parties. Generally, the restricted period of not more than 2 years and within a restricted area (such as Southeast Asia) are acceptable. 253 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 254 W W W.DL APIPER .COM WAIVERS Enforceable to waive contractual rights. While an employee can be asked to waive statutory rights, there is some uncertainty as to whether such a waiver would be effective. According to the Civil and Commercial Code of Thailand, waiver in relation to statutory rights under LPA and LRA may be void if such provision relates to public order and good moral. REMEDIES DISCRIMINATION The employer violating discrimination provisions contained in LPA will be subjected to criminal penalty of a fine of not more than THB 20,000. UNFAIR DISMISSAL Unfair termination or unfair dismissal is where termination of employment is without cause or without reasonable or necessary cause. In the case of unfair dismissal, an employee is entitled to file a case against the employer claiming that his/her termination is unfair. If the termination is considered as unfair dismissal, the Labor Court may order: • re-instatement – where the employee is re-employed to the same position, •  re-engagement – where the employee is re-employed to at least the same level as he/she was previously employed, or • financial compensation. FAILURE TO INFORM AND CONSULT No statutory requirement. CRIMINAL SANCTIONS LPA and LRA both provide criminal sanctions including penalties of both fine and imprisonment. Further, in some instances, liability can be passed to the director of the employing company. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA TURKEY LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Turkish Lira (TRY). Turkish. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign company without local corporate registration cannot directly engage employees in Turkey. When a foreign entity engages in commercial activities in Turkey, these activities should be performed though a branch office or a private company.

The employees should be registered under the payroll of the branch office or the company. If a foreign entity will only engage in market research in Turkey and not in any commercial activity, the activities can be performed through a liaison office. The employees should be registered under the payroll of the liaison office. All employers should register the employees with the Social Security Institution as of their first day of employment and make the statutory contributions. PRE-HIRE CHECKS REQUIRED None. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g., certain finance positions).

Reference and education checks are common and permissible with applicant consent. IMMIGRATION Foreign employees can work in Turkey once they obtain work and residence permits. After 3 months of work in Turkey, employers must register the expats (registered under the social security of a foreign country) under the social security system of Turkey, subject to bilateral social security treaties executed with foreign countries. HIRING OPTIONS EMPLOYEE Definite period, indefinite period, full-time, part-time, for a maximum or minimum term, seasonal, temporarily, on call. All employees have the right not to be discriminated against due to their status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company. 255 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER Payroll subcontracting, while sometimes used in practice, is not permissible and is subject to an administrative fine. Outsourcing employees to a third-party agency is deemed to be payroll subcontracting from a Turkish labor law perspective and has no legal basis. Thus, the employees lent from the agency would be regarded as employees of the hiring company from the beginning of the employment relationship in any potential litigation initiated by such employees against the agency and/or the hiring company or as a result of an investigation to be conducted by the labor authorities. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS It is not mandatory to execute an employment contract, but it is common practice to do so. In cases where there is no written employment contract, the employer must provide the employee with a written document bearing the employer’s signature and stating the general and special conditions of employment within 2 months of the commencement of employment. PROBATIONARY PERIODS According to the Labor Law, the parties may agree on a probationary period of up to 2 months, which can be extended to up to 4 months through collective bargaining agreements. POLICIES No mandatory policies. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get an approval from any third‑party. LANGUAGE REQUIREMENTS All employment documents must be in Turkish. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 45 hours a week limit on working time. OVERTIME Overtime work is any work performed beyond 45 hours in a week.

Employee’s consent is required for overtime work. WAGES Minimum monthly gross wage is TRY 1.201,50 TL. 256 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 257 W W W.DL APIPER .COM VACATION 14 days’ leave for 1 to 5 years (including 5th year) of employment; 20 days’ leave for more than 5 but less than 15 years of employment; 26 days’ leave for 15 years of employment and more (including 15th year). For employees below the age of 18 and above 50, the length of annual leave with pay shall not be less than 20 days. SICK LEAVE AND PAY The employee is entitled to paid sick leave and sickness allowances for as long as the sickness lasts (subject to a company termination right after a certain period of time), and as long as he/she proves his/her sickness with a health certificate obtained from the competent authorities. Under the Social Security and General Health Insurance Law, temporary disability allowance (sickness allowance) shall be paid for each day of temporary incapacity as from the 3rd day of the incapacity to work to insured persons who have paid sickness insurance contributions for a certain time determined under this law. The temporary disability allowance paid by the Social Security Institution due to sickness can be deducted from the wage paid to the salaried employee remunerated on a monthly basis. MATERNITY/PARENTAL LEAVE AND PAY Female employees are not allowed to work 8 weeks before an expected birth and 8 weeks after having the baby.

In case of multiple pregnancies, an extra 2 weeks’ period is added to the 8 weeks before an expected birth. If the employee is a salaried employee, the employer must pay the employee her full salary during her statutory maternity leave. Otherwise, the employee is entitled to receive temporary disability allowance from the Social Security Institution. DISCRIMINATION No discrimination based on language, race, color, sex, disability, political opinion, philosophical opinion, religion or similar reasons, union membership or non-membership, or maternity is permissible. BENEFITS AND PENSIONS No benefits required above those covered under social insurance contributions. DATA PRIVACY Employees generally must be notified of personal data processing and their prior written consent should be obtained for such processing and transfer of their personal data. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer in a business sale.

Significant restrictions on changing terms and conditions following a transfer. Any dismissal connected to the transfer would be unfair unless for an economic, technical or organizational reason. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA EMPLOYEE REPRESENTATION A trade union representing at least 1% of the employees who are engaged in a given branch of activity and more than half of the employees employed in the workplace of a company or if there is more than 1 workplace; 40% of the employees employed in all workplaces of the company at the enterprise level, shall have the power to conclude a collective bargaining agreement covering the workplace or workplaces in question. Apart from union’s workplace representatives, work councils or employee committees are not regulated under the Law on Unions and Collective Bargaining Agreement. Union’s workplace representatives are appointed by the union which is authorized to execute the collective bargaining agreement from among them employees working in the workplace who are a member of such union. If there are up to 50 employees at least I representative; 51 to up to 100 – 2 representatives; 101 to up to 500 – 3 representatives; 500 to up to 1,000 – 4 representatives; 1,001 to 2,000 employees – 6 representatives; more than 2,000 – 8 representatives can be appointed. TERMINATION GROUNDS Requirements for termination of an employment contract vary depending on whether such contract has an indefinite or definite term. Employment contracts for a definite period terminate automatically with the expiration of the period. Employment contracts, regardless of whether they are for definite or indefinite period, could be terminated for just cause pursuant to the Labor Law (in which case no notice/severance would be due). Termination based on valid cause triggers notice and severance payment. Such valid cause could relate to efficiency or behaviour of an employee or requirements of the enterprise, workplace or work.

Moreover, whether the employment contract has a definite duration or not, it may be terminated with the mutual consent of the parties. For a workplace with fewer than 30 employees, the job security provisions do not apply, and the employer does need to give notice, but does not need to show cause. EMPLOYEES SUBJECT TO TERMINATION LAWS Employees in companies with fewer than 30 employees and/or employees who have less than 6 months’ employment in a company are not entitled to job security. RESTRICTED OR PROHIBITED TERMINATIONS No statutory prohibitions. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. 258 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 259 W W W.DL APIPER .COM MASS LAYOFF RULES Collective redundancy occurs when in establishments employing between 20 and 100 employees, a minimum of 10 employees are dismissed on the same date or in a 1 month period; in establishments employing between 101 and 300 employees, a minimum of 10% of employees are dismissed on the same date or in a 1 month period, and in establishments employing 301 and more employees, a minimum of 30 employees are dismissed on the same date or in a 1 month period. NOTICE Less than 6 months of employment 2 weeks; 6 months to 1.5 years of employment 4 weeks; 1.5 years to 3 years of employment 6 weeks; more than 3 years of employment 8 weeks. No need to comply with the notice in case of termination based on just cause determined under the Labor Law. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE A company entitled to pay wages corresponding to the term of notice (notice pay). Garden leave depends on contract or prior consent of the employee is required. SEVERANCE The employee’s employment must last for at least 1 year for the employee to be entitled to severance payment of 30 days’ pay for each year of service. Any period in excess of each full year is to be compensated on a pro rata basis.

There is a ceiling in calculating the severance payment each year. No need to provide severance in case of termination based on just cause. POST-TERMINATION RESTRAINTS Written form is a condition for the validity of a non-competition agreement and valid if the employee must be employed within a position whereby he or she has the opportunity to acquire valuable knowledge or trade secrets. NON-COMPETES No longer than 2 years. No compensation is required for the validity of the non-compete clause. CUSTOMER NON-SOLICITS Permissible. EMPLOYEE NON-SOLICITS Permissible. WAIVERS A release deed is valid provided that it is executed in written form after at least 1 month has passed since the termination of the employment contract. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 260 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Compensation of up to 4 months’ wages plus other claims, such as unpaid wages, bonuses or other social allowances of which the employee has been deprived due to discriminatory acts of an employer. UNFAIR DISMISSAL If the employee benefits from job security provisions and the court reinstates the employee back to work, the employer shall make payment of up to four months’ total of the wages of the employee and other entitlements if the employer reinstates the employee in accordance the court’s decision. If the employer does not reinstate the employee back to work, it shall make (i) payment of up to four months’ total of the wages of the employee and other entitlements; (ii) reinstatement compensation to be not less than employee’s four months’ wages and not more than employee’s eight months’ wages. In the calculation of the reinstatement compensation, only the basic wage of the employee shall be taken into consideration. FAILURE TO INFORM AND CONSULT Subject to administrative fines. CRIMINAL SANCTIONS Criminal sanctions are not generally a concern, except in cases such as sexual harassment or an occupational accident. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA UNITED ARAB EMIRATES LEGAL SYSTEM, CURRENCY, LANGUAGE Federal and Civil legal system – employment matters are governed by Federal Law No. 8 of 1980 (the “Labor Law”) (as amended). There are also relevant provisions in the Penal Code and Civil Code. Dirhams (AED).

Official language is Arabic. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity cannot directly engage employees in the UAE. It would always need to have at least a branch or rep office to even engage a local national as they still need a work permit (which requires a local sponsor); the only other way around this would be to have a secondment type arrangement whereby a local entity sponsors the local national for their work permit but they are then seconded out to the foreign entity. PRE-HIRE CHECKS REQUIRED Foreign employees must receive prior approval from the Ministry of Labour and immigration authorities before they can be hired on local employment contracts. The level of background checking and screening carried out by the UAE authorities varies according to the nationality of an individual. PERMISSIBLE Generally, employers in the UAE are not able to obtain the same level of information from background checks as they can in other jurisdictions and in most cases, the employees themselves will be required to provide this information. IMMIGRATION In order to legally work and reside in a particular Emirate, all employees except GCC and UAE nationals (who require a work permit only) are required to have a residence visa and work permit under the sponsorship of their employer which must have an entity established in the UAE or their husband in the case of a married woman. Where an employee is only required to work in the UAE for a short period of time there are alternative permits and visas that may be applied for including business visit visas and mission visas. HIRING OPTIONS EMPLOYEE Unlimited or fixed term.

Part time employment is legally possible but is not common. 261 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA INDEPENDENT CONTRACTOR There is no concept of a consultant, unless individuals have established their own professional licence and business, due to the requirement for employees to have sponsorship, which is generally obtained by the employer. AGENCY WORKER There is no general concept of an agency worker or “temp” in the UAE. Some Emirati owned employment agencies are licensed to provide manpower on a temporary basis who would remain under their sponsorship. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Non-UAE national employees are required to sign a government employment contract to obtain their work permit and residence visa. This contract is in English and Arabic. There is only one standard employment contract for non-UAE/GCC nationals and a separate standard employment contract for UAE/GCC nationals. PROBATIONARY PERIODS Permissible.

Maximum duration of 6 months. POLICIES There are no mandatory policies. Employees should be provided with any relevant staff handbook and the employer’s policies (if applicable) on commencement of employment. THIRD-PARTY APPROVAL The government employment contract must be lodged with the Ministry of Labour or relevant free zone authority to obtain the employee’s work permit and residence visa. Strictly speaking, any contractual changes should be notified to the Ministry of Labour and amended on the filed standard employment contract copy. LANGUAGE REQUIREMENTS Pursuant to the Labor Law all employment contracts and records must be in Arabic.

Where a foreign language is used in addition to Arabic, the Arabic version shall prevail. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. Additional rights are also available to young workers (those under the age of 18) and women. WORKING HOURS 8 hours per day or 6 hours during Ramadan. This equates to a 48 hour maximum working week for a 6 day working week, Sunday to Thursday (inclusive) or 36 hours for a 6 day week during Ramadan.

The working hours provisions presume that the employee is working a 6 day week. 262 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA OVERTIME Not to exceed 2 hours per day unless the work is essential for preventing a substantial loss or serious accident or for eliminating or relieving the impact of a serious accident. The overtime and maximum working time provisions in the Labor Law do not apply to employees holding senior executive managerial or supervisory positions. WAGES At present, there is no minimum wage to be paid to employees in the UAE. VACATION 2 calendar days per month where the employee’s period of service is more than 6 months but less than I year; and 30 calendar days per year where the employee’s period of service is more than I year. SICK LEAVE AND PAY An employee is not entitled to statutory sick leave during the probationary period or 3 months thereafter. Employees are entitled to 90 calendar days sick leave per year of service thereafter (15 days at full pay, 30 days at half pay and the remaining days without pay). MATERNITY/PARENTAL LEAVE AND PAY After 1 year’s continuous service – 45 calendar days’ maternity leave at full pay. Before completion of 1 year’s service it is 45 days at half pay. Employees can take a further 100 consecutive or non‑consecutive days if the employee falls ill as a result of her pregnancy or the delivery of her baby. There is no concept of parental leave or pay in the UAE. DISCRIMINATION There are no discrimination laws in the UAE (save for in the Dubai International Financial Centre Free Zone) except there are provisions which state that women must be paid the same as a man if she performs the same work. BENEFITS AND PENSIONS In respect of UAE national employees and GCC national employees, the employer is required to set up (and contribute to) a pension fund.

All other employees are entitled to receive an End of Service Gratuity (“EOSG”) on termination calculated by reference to age and length of service unless the employer contracts our of these arrangements with their employees by providing a savings scheme or pension scheme. EOSG is reduced if the employee resigns within the first five years of service. Once fully implemented in 2015 and 2016, the new Health Insurance Law passed in 2013 requires all employers to provide compulsory health insurance to every employee and their dependents and anyone under the employee’s sponsorship (eg domestic workers). 263 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY With the exception of the Dubai International Financial Centre Free Zone, there are no clear laws in the UAE comparable with those in the US or Europe concerning the handling and transmission of employees’ personal information and nor do any provisions address the cross-border flow of data. However, it is advisable to seek prior written consent to the processing of personal data from the employee to the extent necessary to overcome the various privacy protections set out in UAE law, including the protections set out in the UAE Penal Code and the UAE Constitution. RULES IN TRANSACTIONS/BUSINESS TRANSFERS No automatic transfer principles and no laws covering business transfers. Employees transfer through termination and rehire in an asset deal. EMPLOYEE REPRESENTATION No. Membership of a trade union and industrial action are both criminal offences for which an individual could be fined and imprisoned and in the case of expatriate workers deported. TERMINATION GROUNDS Termination possible on these grounds: by agreement, on the expiry of a fixed term contract, resignation, incapacity or death, dismissal with notice provided it is for a valid reason or summary dismissal (by reason of any of the grounds listed at Article 120 of the Labor Law). EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. RESTRICTED OR PROHIBITED TERMINATIONS Employees who have not exhausted the statutory sick leave entitlement are protected from dismissal on grounds of health, unless the full sick leave entitlement has been taken (i.e., 90 calendar days per year of service). THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS UAE nationals are entitled to higher protection from dismissal. Approval from the Ministry of Labour is required before the employment of a UAE national can be terminated. MASS LAYOFF RULES No. NOTICE 30 days’ statutory notice. 264 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 265 W W W.DL APIPER .COM STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. Depends on contract terms. SEVERANCE Unless terminated under Article 120 of the Labor Law, employees are entitled to salary and benefits to the termination date, notice (or payment in lieu), payment in lieu of accrued but untaken annual leave, the cost of a flight/air ticket to repatriate the employee to their home country (unless (i) dismissal is attributable to employee and the employee has the funds to pay his/her own costs; or (ii) the employee has obtained alternative sponsorship to remain in the UAE, an end of service gratuity payment and reimbursement of unpaid business expenses. In case of employer termination, the end of service gratuity is computed at it is 21 days’ pay per year of service for the first 5 years of employment provided the employee has reached a year’s service (pay to include basic pay and potentially bonus and/or commission but not allowances) and 30 days’ pay for each subsequent year and such payment cannot exceed 2 years’ pay. POST-TERMINATION RESTRAINTS It is permissible to have restrictive covenants contained in the contract of employment, provided that the employee is at least 21 years of age when entering into the restrictions, the employee has become acquainted with the employer’s clients or the secrets of the business and the covenants are reasonably drafted in relation to their duration, geographic scope and the nature of the business to be protected. Parties are permitted to include a liquidated damages clause in the contract of employment as it is not possible to obtain an injunction onshore in the UAE although there are rules against “exorbitant” penalties being applied in employment contracts under the Civil Code. NON-COMPETES Typically no longer than 6 to 12 months. CUSTOMER NON-SOLICITS Typically no longer than 6 to 12 months. EMPLOYEE NON-SOLICITS Permissible. WAIVERS Waiver agreements are commonly used but their enforceability has not been tested by the UAE courts. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 266 W W W.DL APIPER .COM REMEDIES DISCRIMINATION Not applicable. ARBITRARY DISMISSAL The maximum award is 3 months’ pay (to include salary and benefits/allowances). FAILURE TO INFORM AND CONSULT Not applicable. CRIMINAL SANCTIONS Criminal sanctions can be imposed for a variety of reasons, including but not limited to the setting up of a trade union, breach of health and safety obligations, breach of immigration laws, breach of data protection laws and breach of confidentiality. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA UNITED KINGDOM LEGAL SYSTEM, CURRENCY, LANGUAGE Common Law. Pound Sterling (GBP). Member of the EU and required to implement relevant EU Directives. English. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage in the UK with proper payroll registrations, subject to business and corporate tax planning considerations.

Withholdings for Pay-as-you-Earn (e.g., social charges – up to approximately 13.8% employer portion and up to approx. 14% employee portion) and income tax (up to 45%) to be done through payroll. Self-employed independent contractors are paid gross and are responsible for their own taxation. PRE-HIRE CHECKS REQUIRED Immigration compliance.

For certain limited occupations (e.g., solicitors, chartered accountants), a criminal records’ check. PERMISSIBLE Criminal and credit reference checks are only permissible for specific roles (e.g., certain finance positions) and subject to proportionality requirements. Reference and education checks are common and permissible with applicant consent. IMMIGRATION Nationals of the EEA (European Economic Area) and Switzerland – right to work in the UK (with an exception for Croatia). Other non-UK nationals = immigration permission likely to be required. Companies employing non-EEA/Swiss nationals may be required to register with the UK Border Agency. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term, full-time or part-time.

Part-time and fixed-term employees have the right not to be discriminated against on the basis of such status. INDEPENDENT CONTRACTOR Independent contractors can be engaged directly by the company or via a personal services company. Engagement may be subject to misclassification exposure; whether as employee or worker. 267 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 268 W W W.DL APIPER .COM WORKERS A “worker” has less rights than an employee but more than an independent contractor. A worker works under a contract for personal service (i.e. he cannot send a substitute) with another party whose status is not one of customer or client to the individual. AGENCY WORKERS Agency workers are common and typically will be either employees or workers. Agency workers have the right to equal treatment to employees in relation to pay and other benefits terms after a 12‑week qualifying period. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Common best practice.

However note that within 2 months of commencement of employment, employees must be provided with certain minimum terms in writing. PROBATIONARY PERIODS Permissible. No statutory limit, but 3-6 months common. POLICIES Written health and safety policy and disciplinary and grievance policy mandatory. The latter must be referenced in the contract of employment. THIRD-PARTY APPROVAL No requirement to lodge employment contract or policies with or get approval from any third-party. LANGUAGE REQUIREMENTS No statutory requirements, but all documents should be in English. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS 48 hour a week limit on working time, opt out possible.

Rules on rest breaks, night work and rest periods between shifts. OVERTIME No obligation to provide pay for overtime worked, as long as pay overall does not fall below the statutory minimum. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 269 W W W.DL APIPER .COM WAGES RATE AS AT 1 APRIL 2014 (GBP) RATE AS AT 1 OCTOBER 2014 (GBP) 1 Adult rate 6.31 6.50 18 – 20 year olds 5.03 5.13 16 – 17 year olds 3.72 3.79 Apprentices 2.68 2.73 VACATION 5.6 weeks’ per year (which includes 8 public holidays). SICK LEAVE AND PAY No right to take time off for sick leave but most contracts allow this. Employees are entitled to receive 28 weeks’ statutory sick pay at GBP 88.45 per week (generally funded by the employer). MATERNITY/PARENTAL LEAVE & PAY 52 weeks’ maternity leave, paid for 39 weeks’ (90% of pay for first 6 weeks, then statutory rate), right to return to work. 2 weeks paternity leave at birth (paid at statutory rate subject to eligibility requirements). 18 weeks’ unpaid parental leave.

Same rights for adopting parents. From 5 April 2015 subject to eligibility, a mother may end maternity leave after 2 weeks and both parents may share 50 weeks’ of shared parental leave (paid at statutory rate, if eligible). DISCRIMINATION Direct and indirect discrimination prohibited, along with victimization and harassment. Employers are under a duty to make reasonable adjustments for persons with disabilities. Characteristics protected from unlawful discrimination and harassment: Age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation. BENEFITS AND PENSIONS Currently, no benefits required above those covered under social insurance contributions. There is a state pension system provided by the government, with eligibility determined by the national insurance contributions that have been paid or credited.

In October 2012 new pension requirements were introduced which require employers to automatically enrol eligible workers into a pension scheme and pay minimum contributions. These requirements are being introduced in stages, working from the largest to the smallest employers (with size measured as at 1 April 2012) from October 2012 to April 2017, with later dates up to 1 February 2018 for new employers. Workers who are automatically enrolled have a right to opt out of the scheme. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 270 W W W.DL APIPER .COM DATA PRIVACY Employees generally must be notified of personal data processing (and in certain cases, give consent). Registrations with the Information Commissioner are required. Special rules apply to data transfer outside the EEA. Significant restrictions on monitoring employees, including email and internet use. RULES IN TRANSACTIONS/BUSINESS TRANSFERS Automatic transfer under the EU Acquired Rights Directive/UK’s Transfer of Under-taking Protection of Employees Regulations (TUPE) in a business sale or service provision change. Significant restrictions on changing terms and conditions following a transfer.

Duty to inform and consult with employee representatives. Any dismissal connected to the transfer would be unfair unless for an economic, technical or organisational reason. EMPLOYEE REPRESENTATION Trade unions are prevalent in certain sectors (manufacturing, transport and the public sector). 25% of workers are members, but most are employed in the public sector.

Many businesses have no union or other worker representation. Works councils are uncommon. Industry level collective bargaining agreements are uncommon. TERMINATION GROUNDS Termination permissible if a fair process has been followed, on the following grounds only: Misconduct, capability (including performance and ill-health), redundancy, illegality and “some other substantial reason of a kind to justify dismissal”. EMPLOYEES SUBJECT TO TERMINATION LAWS Employees with fewer than two years’ seniority have no unfair dismissal protection (save in certain circumstances where no seniority is required, including dismissals for whistleblowing, connected to family/pregnancy rights, trade union membership and activities, etc.). RESTRICTED OR PROHIBITED TERMINATIONS No statutory prohibitions. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS Not required. MASS LAYOFF RULES Yes, strict information and consultation rules apply where 20 or more employees are to be made redundant over 90 days or less.

The employer must also notify the Secretary of State of the redundancies (failure to do so is a criminal offence). . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA NOTICE No notice required in the first month of employment. After this, 1 week per complete year of service up to 12 weeks. May be required to give longer notice, if reasonable. Not required for terminations for gross (extremely serious) misconduct.

Longer notice can be agreed and set out in the contract of employment. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE No. Entitlement depends on contract terms. SEVERANCE Payable to redundant employees with 2 years’ seniority only: 1/2 week’s pay per year of service for service under age 22; 1 week’s pay per year of service for service aged 22 to 40; 1.5 week’s pay per year of service for service age 41 and above. “Pay” capped at GBP 464 per week.

More generous terms are possible. POST-TERMINATION RESTRAINTS Considered to be in restraint of trade and void. However, those that protect the employer’s legitimate business interests can be enforced if reasonable. Need to be tailored for the specific business and the risks posed by the employee.

Garden leave is common for senior employees. NON-COMPETES Permissible in narrow, justifiable, circumstances. Typically no longer than 3-6 (maximum of 12) months, depending on the circumstances. CUSTOMER NON-SOLICITS Permissible in specific circumstances. Typically no longer than 3-6 (maximum of 12) months, depending on the circumstances. EMPLOYEE NON-SOLICITS Permissible.

Length of restriction will depend on the circumstances. WAIVERS Enforceable, but employees must be represented by counsel to sign a settlement agreement waiving statutory rights. Note that a waiver of contractual and common law rights is possible without formalities. REMEDIES DISCRIMINATION Uncapped compensation, based on the claimant’s financial loss + injury to feelings compensation of between GBP 600 —30,000 + recommendation that the employer take action + declaration of the claimant’s rights. Also possible to claim a declaration of rights or a recommendation (aimed ar reducing impact of discrimination). 271 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 272 W W W.DL APIPER .COM UNFAIR DISMISSAL Basic award, based on claimant’s age and length of service (currently capped at GBP 13,920) + compensation based on the claimant’s financial loss (currently capped at GBP 76,574 or 52 weeks’ pay – whichever is lower) . In exceptional cases (e.g. whistleblowing dismissals), compensation is uncapped. Reinstatement or reengagement is possible but rare. From 5 April 2014 possible for Tribunal to award a payment for “aggravating features” of between GBP 100 and GBP 5,000. This is paid to the government. FAILURE TO INFORM AND CONSULT Redundancy = up to 90 days’ pay; TUPE = up to 13 weeks’ pay. CRIMINAL SANCTIONS Failure to notify the Secretary of State about mass layoffs is a criminal offence (although prosecution is rare).

Otherwise, criminal sanctions are not generally a concern. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA UNITED STATES LEGAL SYSTEM, CURRENCY, LANGUAGE Combination of federal statutory law, state statutory and common law, and local statutory law. Regulations vary significantly from state to state. U.S. Dollar (USD). English. CORPORATE PRESENCE REQUIREMENTS AND PAYROLL SET-UP A foreign entity can engage employees to do business in the US subject to certain business and tax considerations and registration as an entity qualified to do business in any state where it is engaged in business.

All US employers are required to obtain a federal Employer Identification Number (EIN), to pay applicable payroll taxes and withhold certain tax contributions from its employees. Employers may be required to register employees with the specific state in which they are employed (regulations vary from state to state). PRE-HIRE CHECKS REQUIRED None, except in certain regulated industries which may require fingerprinting, background checks and/or drug/alcohol screening. PERMISSIBLE Laws vary from state to state. Reference and education checks are common.

Criminal background and credit checks generally may be performed in accordance with applicable federal and state law. Medical examinations and drug and alcohol screening are generally permissible if conducted post‑offer and in accordance with applicable law. IMMIGRATION All employers must complete a Form I-9 upon the commencement of the employment relationship (but not pre-hire) and employees must provide documents demonstrating they are legally authorized to work in the US, whether by citizenship, permanent residence (“green card”) status or a valid visa (which often requires sponsorship by the employer). HIRING OPTIONS EMPLOYEE At will, fixed-term, full-time or part-time, temporary or seasonal. Generally the nature of employment relationship is at will, meaning both the employer and the employee may terminate the relationship at any time with or without notice and with or without cause as long as the reason for termination is not discriminatory/retaliatory and does not otherwise violate the law. 273 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 274 W W W.DL APIPER .COM INDEPENDENT CONTRACTOR Independent contractors can be engaged directly as individuals or through an entity (e.g., LLC, LP). Contractors must be truly independent and not be closely directed by the principal. There are multiple factors utilized (on both the federal and state level) to determine whether an individual is properly classified as an independent contractor. AGENCY WORKER Employees may provide services through an employment agency or professional employer agency (PEO). The company and the agency may be deemed “joint employers” and be held jointly liable under various employment laws. EMPLOYMENT CONTRACTS AND POLICIES EMPLOYMENT CONTRACTS Given the at will concept, most employees do not have any employment agreements, written or otherwise. However, high-level executive employees tend to have written employment agreements. Contracts are not required and if used are not required to have any specific terms. PROBATIONARY PERIODS Permissible, but unnecessary in a typical “at will” relationship, unless something about the terms or conditions of employment (such as right to accrue vacation or participate in group health benefits) will change following the expiration of the probationary period. POLICIES Policies vary from state to state.

Employers are required to post notices about employee rights under various federal and state laws. Anti-harassment policies are highly recommended and may serve as a defense against claims of harassment. Certain government contractors are required to implement affirmative action plans.

Most employers have employees sign an acknowledgment of the “at will” employment policy. THIRD-PARTY APPROVAL None required. LANGUAGE REQUIREMENTS Certain documents and notices are required to be posted or provided in the language known to be the primary language of a certain percentage of the workforce or of specific employees, if other than English. “English-only” policies in the workplace may be subject to legal challenge as discriminatory unless there is legitimate business purpose for the rule. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 275 W W W.DL APIPER .COM MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS Most employers are covered by the Fair Labor Standards Act (“FLSA”) which guarantees minimum wage and overtime pay for non-exempt employees. The most common exemptions are for executive, administrative, professional, outside sales, or computer professional employees. To qualify for an exemption, an employee must meet a “duties” test and generally must be paid a certain amount of salary or more. Some states impose additional wage and hour requirements on top of the FLSA requirements. WORKING HOURS No federal limit on number of hours per day or per work an employee over the age of 16 can work.

There are restrictions on child labor and in certain professions (e.g., airline pilots), and hours may be limited by a collective bargaining agreement (with a trade union). In some states, certain employers are required to give their workers one day off each week. OVERTIME Generally, non-exempt employees must be paid at 1.5 times their regular rate of pay for all hours worked in excess of 40 hours per week. Overtime must be calculated on a weekly basis and cannot be “averaged” over a period of 2 or more weeks.

In some states (such as California), additional overtime is required in certain circumstances (e.g. more than 8 hours per day). WAGES All non-exempt employees must be paid at least the federal minimum wage, which presently is USD 7.25 per hour. Some states and cities have higher minimum wage requirements.

There is proposed legislation to raise the federal minimum wage to USD 10.10 per hour. VACATION There is no statutory requirement to provide paid vacation or holiday to any employees. SICK LEAVE AND PAY There is no federally mandated right to paid sick leave. Employers with 50 or more workers generally have to provide eligible employees unpaid leave under the Family and Medical Leave Act (“FMLA”) for up to 12 weeks in any given year due to a serious health condition of the employee or his/her family members, or for a qualifying exigency arising out of the fact that a family member is a covered military member or on covered active duty, and for up to 26 weeks to care for a family member who is a covered military member. Certain states and local jurisdictions have imposed more generous leave requirements and may require paid leaves.

Employers also may be required to provide unpaid leave as a reasonable accommodation to a qualified employee with a disability under the Americans with Disabilities Act (ADA). MATERNITY/PARENTAL LEAVE AND PAY Under the FMLA, employers with 50 or more workers generally have to provide eligible employees unpaid leave for the birth or adoption of a son or daughter, or to care for a new born or a newly‑placed child, for up to 12 weeks in any given year. Certain states and local jurisdictions have more generous leave requirements. In certain states, employees who are temporarily disabled for medical reasons, including pregnancy and childbirth are eligible to receive partial wage replacement in the form of temporary disability insurance benefits. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DISCRIMINATION Federal law generally protects employees from discrimination, harassment or retaliation based on: race, color, religion, sex, national origin (Title VII); age (over 40) – Age Discrimination in Employment Act (ADEA); disability – Americans with Disabilities Act (ADA); genetic information – Genetic Information Nondiscrimination Act (GINA). State and local protected categories vary and are often broader and include: creed, sexual orientation, marital status, domestic partnership status, military status, domestic violence victim status, arrest record, conviction record, alienage, citizenship status, and unemployment status. BENEFITS AND PENSIONS The Affordable Care Act (ACA, or Obamacare) will require certain employers to provide insurance for their employees or pay a penalty. By state law, employers generally must maintain workers’ compensation insurance for on the job injuries and unemployment insurance to provide benefits to former employees in the event of a qualified involuntary termination of employment. No retirement benefits or pensions are required. DATA PRIVACY Certain states restrict the use of employees’ social security numbers for any identifying purposes. Medical information must be maintained separately from personnel files and kept confidential. Otherwise, employers generally are entitled to monitor or search corporate emails of their employees and internet traffic accessed by their computer systems on the premise that employees do not have an expectation of privacy in the use of their employer’s computer systems or corporate emails (especially with a policy that says so). Jurisdictions vary as to an employer’s ability to search or monitor personal email addresses and websites accessed from an employer’s computer or premises. RULES IN TRANSACTIONS/BUSINESS TRANSFERS None, except if it results in a plant closing or mass layoff, in which case employees are generally entitled to at least 60 days’ notice if feasible.

In an asset sale, employees can be transferred through termination or rehire. EMPLOYEE REPRESENTATION Trade unions are common in certain sectors. Private sector has a unionization rate of 6.7 percent. Employees’ rights to organize and engage in “concerted activity” regarding their terms and conditions of employment are protected under the National Labor Relations Act (NLRA), whether or not they belong to a union or work in a unionized workplace. TERMINATION GROUNDS Generally, absent a contract or union agreement to the contrary, an employer can terminate an employee for any non-discriminatory, non-retaliatory reason at any time, with or without notice and with or without cause. 276 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 277 W W W.DL APIPER .COM EMPLOYEES SUBJECT TO TERMINATION LAWS All employees. Certain government employees who are parties to a collective bargaining agreement have greater protections as dictated by their contracts. RESTRICTED OR PROHIBITED TERMINATIONS Employers cannot terminate employees based on any protected category, in retaliation for a complaint of discrimination or harassment based on any protected category or for engaging in protected whistle blowing. Greater protection may be afforded by collective bargaining agreements or individual contracts. THIRD-PARTY APPROVAL FOR TERMINATION/TERMINATION DOCUMENTS None. MASS LAYOFF RULES Under the Worker Adjustment and Retraining Notification Act (WARN), employers with more than 100 employees generally must provide 60 days’ notice to affected employees and certain government agencies of a plant closing or mass layoff. Some states have “mini-WARN” acts with more far-reaching requirements(ie, applicable to employers with fewer employees and provide for longer notice period). NOTICE Generally, no notice is required for a termination of employment, unless otherwise required by contract or the termination involves a plant closing or mass layoff (see above). STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE Other than the right to notice under the WARN Act or its state equivalents, or as provided by contract, there is no right to pay in lieu of notice or garden leave (because no notice is otherwise required). SEVERANCE Other than as provided by contract or in an employer’s severance plan or policy, there is no statutory right to severance pay under federal or state law. POST-TERMINATION RESTRAINTS Permissible restraints are generally governed by state law (statutory and common law) and vary significantly from state to state.

In most states restrictions which are reasonably necessary to protect employer’s legitimate business interests will be enforced. NON-COMPETES Varies from state to state. 6 months to 1 year generally deemed reasonable, more than 2 years generally unreasonable, except in connection with the sale of a business. California prohibits non‑competes in the employment context by statute, except in connection with the sale of a business. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 278 W W W.DL APIPER .COM CUSTOMER NON-SOLICITS Varies from state to state. Generally permissible if employee was involved with customer and employer aided in developing relationship or if employee obtained confidential information from or about customer. Generally prohibited in California. EMPLOYEE NON-SOLICITS Varies from state to state. Generally permissible. WAIVERS Generally enforceable in exchange for valuable consideration.

Waivers of certain statutory rights (such as federal age discrimination claims under ADEA) are only valid if they meet specific statutory requirements, including consideration and revocation period. REMEDIES DISCRIMINATION Damages vary depending on statute and jurisdiction. Federal caps exist for certain claims. Other claims allow for unlimited compensatory damages, including front pay, back pay, emotional distress and attorneys’ fees.

Many claims allow for the recovery of punitive damages. UNFAIR DISMISSAL Claim generally does not exist, unless it constitutes a discriminatory or retaliatory dismissal or a termination in violation of public policy. FAILURE TO INFORM AND CONSULT Claim generally does not exist, unless it constitutes a discriminatory or retaliatory dismissal, or a dismissal covered by the WARN Act or its state equivalent. CRIMINAL SANCTIONS Employers may be criminally liable for certain violations of wage and hour laws. In limited circumstances, employers may be vicariously liable for the criminal acts of their employees. Employers may be liable for monetary statutory penalties (such as double or treble damages) for violations of wage and hour and other laws. . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 279 W W W.DL APIPER .COM VENEZUELA LEGAL SYSTEM, CURRENCY, LANGUAGE Civil Law. Bolívar (VEF). Spanish and Venezuelan native languages CORPORATE PRESENCE REQUIREMENTS & PAYROLL SET-UP A foreign entity can engage employees in Venezuela only if it sets up at least a representative office and obtains payroll and labor registrations. Withholdings for Pay As You Earn (e.g., social charges from 9% to 11% with a ceiling of 5 minimum wages and income tax of up to 34%) to be done through payroll. PRE-HIRE CHECKS REQUIRED There are no mandatory requirements, apart from immigration compliance for foreign employees. PERMISSIBLE Reference and education checks are common and permissible with applicant consent.

Criminal checks are generally not permissible as Venezuelan law prohibits discrimination due to a person’s criminal record. IMMIGRATION Non-Venezuelan nationals require immigration permission. At least 90% of the payroll in companies with 10 or more employees should be held by Venezuelan nationals. Certain job positions require engagement of a Venezuelan national (e.g., industrial relations and/or personnel managers (HR), ship or airplane captains, foremen and similar positions), subject to some exceptions.

NonVenezuelan national employees with Venezuelan descendants have priority in hiring decisions if they fulfill the requirements for the position. HIRING OPTIONS EMPLOYEE Indefinite, fixed-term and determined work contract for a specific project. Part-time and full-time. INDEPENDENT CONTRACTOR Independent contractors are allowed as long as the service to be performed under the contract is carried out using the contractor’s own resources and employees. Self-employed independent contractors are paid gross and are responsible for their own contributions. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA AGENCY WORKER There are significant restrictions on use of agency workers since outsourcing is generally prohibited and results in joint liability for all employment related obligations if the service is “inherent” or “connected” to the beneficiary’s business. EMPLOYMENT CONTRACTS & POLICIES REQUIREMENTS A written employment contract is required. It must contain the following information: name, nationality, age, legal status and identity card number of the parties; description of services rendered; start date of employment; type of contract; duration; working hours; the wage stipulated; work place. PROBATIONARY PERIODS The probationary period cannot be longer than 30 days. POLICIES A written health and safety policy is mandatory. THIRD PARTY APPROVAL Approval from the health and safety authority is required for the written health and safety policy. There are no other approval requirements for employment documents. LANGUAGE REQUIREMENTS All documents addressed to the employees must be in Spanish or Venezuelan natives languages (if applicable where the employee speaks such language), or can be bilingual. MINIMUM EMPLOYMENT RIGHTS EMPLOYEES ENTITLED TO MINIMUM EMPLOYMENT RIGHTS All. WORKING HOURS In general, the maximum number of working hours without overtime pay is 8 hours per day and 40 per week for a day shift, 7 and 1/2 hours per day and 37 and 1/2 per week a mixed shift; and 7 hours per day and 35 hours per week for a night shift. If a mixed work shift has 4 or more night time hours (between 7:00 pm and 5:00 am), it is deemed entirely as a night time working shift. Upper management employees as well as inspection or supervisory employees may exceed the daily or weekly limits, as long as: (i) the workday does not exceed 11 hours; (ii) the total hours worked in a period of 8 weeks do not exceed an average of 40 hours per week, and; (iii) the employee is entitled to 2 days of continuous rest and paid weekly. OVERTIME Overtime must be paid with a surcharge of at least 50% over the normal salary value for the corresponding ordinary shift. An employer may not require its workers to work more than 10 hours per week or more than one 100 hours per year overtime. 280 W W W.DL APIPER .COM .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA WAGES Venezuela has minimum wages periodically adjusted by the Government. As of December 1 2014 the minimum wages in Venezuela for employees in the private and public sector amount to VEF 4.889,11 per month; and for adolescents and apprentices VEF 3.635,95 per month. VACATION Employees are entitled to 15 working days of paid vacation up to completion of 1 continuous year of service, plus 1 additional working day for each subsequent year of service up to a maximum of 30 working days per year. In addition, employees are entitled to receive, during vacation, an additional vacation bonus equivalent to 15 days of salary, plus 1 additional day for each subsequent continuous year up to a maximum of 30 days of salary per year of salary. SICK LEAVE & PAY The employer must pay salary only for the first 3 days of sickness; after this period the employee will receive an indemnity from the social security in lieu of salary. MATERNITY/PARENTAL LEAVE & PAY Women are entitled to maternity leave of 6 weeks prior to giving birth and 20 weeks thereafter. In the event that pre-natal leave is not fully used, the remaining portion is added to the post-natal leave. If a female employee adopts a child under 3 years of age, she is entitled to a maternity leave of 26 weeks. There is no obligation for the employer to pay the employee during these periods of leave, but some employers do so to a certain extent in accordance with their internal policies, and the employee receives an indemnity from the social security authorities. The father of a child (or male employee who adopts a child under 3 years of age) is entitled to a paternity leave of 14 days, which is extended for another 14 days if the child is seriously ill or the mother´s health is in danger due to health complications.

In case of multiple deliveries, the paternity leave will be for 21 days and if the child´s mother dies, paternity leave will be for 12 weeks. These periods of leave are paid by the social security system. DISCRIMINATION Discrimination, exclusion, preference or restriction in employment based on race, sex, age, legal status, religion, political opinion, nationality, sexual orientation, persons with disabilities, social origin and criminal records are prohibited. The non-discrimination principle in employment also includes the pre-contractual relationship.

Employers may not include in job applications or employment agreements discriminatory provisions, and no person shall be discriminated in their right to work due to having a criminal record. BENEFITS & PENSIONS Venezuelan labor laws establish as guarantee of severance that every 3 months the employer shall deposit in a severance fund account for the employee a portion of the employee’s salary (see under “Severance” below). 281 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA DATA PRIVACY There is no general legislation on data protection in Venezuela. However, employees should be notified of personal data processing (and in certain cases, give consent). In cases involving medical checks, the employee has the right to request the confidentiality of the results. RULES IN TRANSACTIONS/BUSINESS TRANSFERS If the transaction involves a transfer of assets, a change in employer will take place and the employees, Labor Ministry and unions (if any) must be notified of this. In this scenario, the consent of employees is not necessary for their employment to be transferred.

However, employees may retire with justified cause within 3 months from receipt of the notice of transfer if they consider the change in employer to be contrary to their interests. They will have the right to claim indemnities for unjustified dismissal which is equivalent to what they would have been granted for severance. The new employer may not reduce the benefits granted to transferred personnel and must recognize prior periods of service for all legal purposes. EMPLOYEE REPRESENTATION Every employee has the right, without previous authorization, to form or affiliate a trade union, with functional autonomy and protection by the Government. Trade unions are common in large or medium companies (more than 500 employees). TERMINATION GROUNDS Employees may either be subject to so-called job stability (estabilidad) or protected by the bar against dismissal (inamovilidad), both of which significantly limit the scope for termination. JOB STABILITY These employees can be dismissed with justified cause, but after the dismissal, the employer must file a “participation of dismissal” before a labor judge, explaining the facts and legal causes for the dismissal.

Legal cause might include, among others reasons, misconduct, defamation of the employer, lack of due care or negligence affecting health and safety at work, unjustified absence during 3 working days in a month, material damage to working machines or tools caused intentionally or by lack of due care, disclosure of professional or trade secrets, serious failure of employment obligations, or sexual or workplace harassment. In general, all employees are protected by job stability, except upper management employees. BAR AGAINST DISMISSAL Employees protected by inamovilidad cannot be dismissed without justified cause and authorization by the labor inspector must be obtained before the dismissal. If the employee is dismissed without this authorization, he/she is entitled to claim reinstatement and backpay. 282 W W W.DL APIPER .COM . GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 283 W W W.DL APIPER .COM Employees protected by inamovilidad are those, among others, whose employment relationship is suspended due to work accident, maternity leave, etc., or employees enjoying certain union privileges. Note, however, that since 2003, this protection has been extended to all employees (excluding upper management employees) by Presidential Decree. The current decree is in force until December 31, 2015. In practice, this means that most terminations are implemented through mutual consent. THIRD PARTY APPROVAL FOR TERMINATION See above under “Grounds.” MASS LAYOFF RULES A mass layoff takes place if in a period of 3 months (or longer in critical circumstances) a number equal or larger than: (i) 10% of the employees in a company with more than 100 employees; (ii) 20% of the employees in a company with 50 or more employees; or (iii) 10 employees in a company with fewer than 50 employees, are terminated. In cases of a mass layoff, the Labor Ministry can order the employer to stop the dismissals based on social interests and order the immediate reinstatement of employees to their positions. Contempt of the Labor Ministry’s order can result in economic and/or criminal sanctions. There are special administrative proceedings for mass layoffs of personnel based upon financial difficulties.

This procedure starts with a petition from the employer filed before the Labor Inspector along with all evidence that supports the decision to effect a mass layoff. NOTICE There is no obligation for employers to give advance notice due to the protection of stability and the bar against dismissals. If an employee does not give prior notice to the employer, the employer must pay the employees the corresponding benefits up until the date that services were rendered. STATUTORY RIGHT TO PAY IN LIEU OF NOTICE OR GARDEN LEAVE NA. SEVERANCE Employees are entitled to receive severance benefit payable upon termination of employment equivalent to 30 days of salary for each year or fraction of a year greater than 6 months of service, calculated based on the last salary earned by the employees at the date of termination. In addition, Venezuelan labor laws require as guarantee of severance that every 3 months the employer must deposit in a severance fund account for the employee: 15 days of salary calculated based on the last salary (i.e., an additional amount of 60 days during that first year of employment), plus 2 additional days of salary for each subsequent year of service once the employee completed the first year, up to a maximum of 30 additional days. All amounts deposited by way of guarantee are deductible from the amount of statutory severance outlined above at the time of termination and the employer is obligated to pay the difference, if any, since the employee has the right to receive the higher of the amount deposited or statutory severance as outlined above. .

GUIDE TO GOING GLOBAL • EMPLOYMENT AUSTRALIA AUSTRIA BAHRAIN BELGIUM BRAZIL CANADA CHINA CZECH REPUBLIC DENMARK FINLAND FRANCE GERMANY HONG KONG HUNGARY INDIA INDONESIA IRELAND ISRAEL ITALY JAPAN KUWAIT LUXEMBOURG MEXICO NETHERLANDS NORWAY OMAN POLAND QATAR ROMANIA RUSSIA SAUDI ARABIA SINGAPORE SOUTH AFRICA SOUTH KOREA SPAIN SWEDEN SWITZERLAND TAIWAN THAILAND TURKEY UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES VENEZUELA 284 W W W.DL APIPER .COM POST-TERMINATION RESTRAINTS NON-COMPETES As long as it has been agreed in writing at the beginning of the employment relationship, is based on justifiable reasons and remuneration to the employee is set forth (in an amount agreed between the parties), the employer may impose a post-termination non-compete of up to 6 months after the termination of the employment relationship. CUSTOMER NON-SOLICITS Permissible in specific circumstances (see non-competes above). EMPLOYEE NON-SOLICITS Permissible in specific circumstances (see non-competes above). WAIVERS Enforceable, but employees must be represented by counsel to sign the settlement agreement and the agreement must be approved by a Labor Judge or Inspector to be enforceable. REMEDIES DISCRIMINATION The employee victim of discriminatory acts may file an action before the Labor Courts. UNFAIR DISMISSAL In case of unfair dismissal employees protected by inamovilidad are entitled to claim the reinstatement and back pay. CRIMINAL SANCTIONS Failure to comply with the mass layoff requirements or administrative decisions of reinstatement and back pay could result in 6 to 15 months imprisonment (although prosecution is rare). . GUIDE TO GOING GLOBAL • EMPLOYMENT COUNTRY CONTACTS Australia Andrew Ball DLA Piper andrew.ball@dlapiper.com Austria Stephan Nitzl DLA Piper stephan.nitzl@dlapiper.com Bahrain Neil Crossley DLA Piper neil.crossley@dlapiper.com Belgium Eddy Lievens DLA Piper eddy.lievens@dlapiper.com Brazil Priscila Lago Campos Mello Advogados priscila.lago@camposmello.adv.br Canada George Waggott McMillan LLP george.waggott@mcmillan.ca China Julia Gorham DLA Piper julia.gorham@dlapiper.com Czech Republic Jakub Adam DLA Piper jakub.adam@dlapiper.com Denmark Jonas Enkegaard Horten je@horten.dk Finland Jani Syrjänen Borenius jani.syrjanen@borenius.com France Philippe Danesi DLA Piper philippe.danesi@dlapiper.com Germany Kai Bodenstedt DLA Piper kai.bodenstedt@dlapiper.com Hong Kong Julia Gorham DLA Piper julia.gorham@dlapiper.com Hungary Helga Feher DLA Piper helga.feher@dlapiper.com 285 . GUIDE TO GOING GLOBAL • EMPLOYMENT India Nohid Nooreyezdan AZB & Partners nohid.nooreyezdan@azbpartners.com Indonesia Richard Cornwallis Makarim & Taira richard.cornwallis@makarim.com Ireland Melanie Crowley Mason Hayes & Curran mcrowley@mhc.ie Israel Benjamin Sandler Yigal Arnon & Co bens@arnon.co.il Italy Giampiero Falasca DLA Piper giampiero.falasca@dlapiper.com Fabrizio Morelli DLA Piper fabrizio.morelli@dlapiper.com Japan Julie Gorham DLA Piper julie.gorham@dlapiper.com Kuwait Neil Crossley DLA Piper neil.crossley@dlapiper.com Luxembourg Anne Morel Bonn Steichen & Partners amorel@bsp.lu Mexico Manuel Rajunov DLA Piper manuel.rajunov@dlapiper.com Netherlands Marnix Holtzer DLA Piper marnix.holtzer@dlapiper.com Norway Per Benonisen DLA Piper per.benonisen@dlapiper.com Oman Neil Crossley DLA Piper neil.crossley@dlapiper.com Poland Agnieszka Lechman-Filipiak DLA Piper agnieszka.lechman-filipiak@dlapiper.com 286 . GUIDE TO GOING GLOBAL • EMPLOYMENT Qatar Neil Crossley DLA Piper neil.crossley@dlapiper.com Romania Monica Georgiadis DLA Piper monica.georgiadis@dlapiper.com Russia Vladislav Mazur DLA Piper vladislav.mazur@dlapiper.com Saudia Arabia Neil Crossley DLA Piper neil.crossley@dlapiper.com Singapore Ian Lim TSMP Lau Corporation ian.lim@tsmp.core.sg South Africa Aadil Patel DLA Clyfe Dekker Hofmeyr aadil.patel@dlacdh.com South Korea Hoin Lee Kim & Chang hoinlee@kimchang.com Spain Pilar Menor DLA Piper pilar.menor@dlapiper.com Sweden Johan Sundberg DLA Nordic johan.sundberg@dlanordic.se Switzerland Aurélien Witzig Schelienberg Witzig aurelien.witzig@swlegal.ch Vincent Carron Scheilenberg Witzig vincent.carron@swlegal.ch Taiwan John Eastwood Eiger Law john.eastwood@eigerlaw.com Thailand Julia Gorham DLA Piper julia.gorham@dlapiper.com Turkey Melek Onaran Yuksel YükselKarkinKüçük myuksel@yukselkarkinkucuk.av.tr 287 . GUIDE TO GOING GLOBAL • EMPLOYMENT United Arab Emirates Neil Crossley DLA Piper neil.crossley@dlapiper.com United Kingdom Sandra Wallace DLA Piper sandra.wallace@dlapiper.com United States Mike Sheehan DLA Piper michael.sheehan@dlapiper.com Venezuela Angel Melendez Cardoza DLA InterJuris Abogados S.C. angel.melendez@dlainterjuris.com 288 . GUIDE TO GOING GLOBAL • EMPLOYMENT ABOUT THE EMPLOYMENT GROUP DLA Piper’s Employment group is a market-leading global practice with a strong reputation for delivering solutions-based advice and supporting clients in the day-to-day management of their people legal issues and risk. It includes over 300 specialist lawyers working globally, on a strategic and operational level, on both contentious and non-contentious matters across the private and public sectors. The group advises on all areas of employment, including trade union and employee relations, discrimination and diversity management, global mobility and data privacy. We also advise on the legal, tax and regulatory aspects of remuneration, employee share incentives and other benefits, and we assist clients generally in designing and delivering their reward strategies. Our Pension lawyers cover every aspect of pension provision, including the creation, operation, regulation and restructuring of all types of pension funds in the private and public sectors, as well as the management of pension disputes. Chambers Global demonstrates our continued success, having been ranked tier 1 in the Employment category for 2010, 2011, 2012, 2013 and 2014. “Highlighted for its widespread international presence as well as the consistently excellent quality of its advice on the employment aspects of global transactions.” Chambers Global 2014 This publication is a general over view and discussion of the subjects dealt with and is up to date as of April 1, 2014.

It should not be used as a substitute for taking legal advice in any specific situation. DLA Piper or its Employment Group accepts no responsibility for any action taken or not taken in reliance on it. If you have finished with this document, please pass it on to other interested parties or recycle it; thank you. www.dlapiper.com DLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at www.dlapiper.com. A list of offices can be found at www.dlapiper.com. Please note that as a foreign law firm, and not with standing the fact that we have offices in Shanghai and Beijing respectively, DLA Piper UK LLP (like all other foreign law firms with offices in the PRC) are not permitted under existing PRC law to advise on the laws of the PRC.

In view of this, this publication would, insofar as the laws and regulations of the PRC are concerned, necessarily be based on our own research, experience and the advice of our correspondents in the PRC. DLA Piper Singapore Pte. Ltd. is a foreign law practice, which means that we can only provide foreign law legal services and are not in general authorized under Singapore laws and regulations to advise on Singapore Law.

Where advice on Singapore Law is required we can recommend a suitable Singaporean law firm to provide the required Singapore legal advice separately. Copyright © 2015 DLA Piper. All rights reserved. | APR15 | 14362 289 .