Gender Balance …

Gender Balance on Boards Directive

Directive (EU) 2022/2381
In forceDirectiveESG & Governance

This Directive aims to achieve a more balanced representation of women and men among the directors of listed companies by establishing effective measures to accelerate progress towards gender balance. It applies to all listed companies (companies whose shares are admitted to trading on one or more regulated markets in the EU) but does not apply to micro, small and medium-sized enterprises. Member States shall ensure that listed companies achieve one of the following objectives by 30 June 2026: members of the under-represented sex hold at least 40% of non-executive director positions, or members of the under-represented sex hold at least 33% of all director positions (executive and non-executive). It also requires listed companies to establish gender equality policies, to select directors through transparent and objective selection procedures, and to report annually on gender representation.

Timeline

  1. 27 Dec 2022
    Entry into force
  2. 28 Dec 2024Authorities
    Member State transposition deadline
  3. 28 Dec 2024Authorities
    Member States to notify the Commission of their penalty rules
  4. 29 Dec 2025Authorities
    Member States submit their first implementation report to the Commission, and every two years thereafter (Article 13(1))
  5. 30 Jun 2026
    Deadline for listed companies to meet the targets
  6. 31 Dec 2030Authorities
    The Commission's first review of this Directive, and every two years thereafter (Article 13(3))
  7. 31 Dec 2038
    This Directive expires (Article 14)

Key facts

Reference
Directive (EU) 2022/2381
Adopted
23 Nov 2022
Published
7 Dec 2022
Status
In force
Topic
ESG & Governance
Industries
Cross-sector, Financial Services

Main compliance requirements

Paid members only

The main compliance requirements, applicability questions and penalties are available in the ZC Smart Compliance Hub. Paid members and clients can sign in to the Hub to view them.

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Related legislation

  • Builds on Directive (EU) 2019/1158 (Directive on work-life balance for parents and carers), Directive 2013/34/EU (Directive on annual and consolidated financial statements) and Directive 2006/54/EC (Directive on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation). Related to the empowerment in Article 157(3) of the Treaty (Treaty on the Functioning of the European Union) to adopt measures ensuring equal opportunities and equal treatment of men and women in matters of employment and occupation.

Official sources

Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies

Full text on EUR-Lex (Directive (EU) 2022/2381)

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