Implementation of Gender Balance Directive

​​​​​​​​​​​by Katarzyna Kołodziej

8 October 2024

A bill transposing Directive of the European Parliament and of the Council (EU) 2022/2381 of 23 November 2022 on improving the gender balance among directors of listed companies and related measures into Polish legislation has been published on the website of the Government Legislation Centre.

Objectives of the Directive

The main objective of the directive is to ensure a balanced representation of women and men among directors of listed companies by introducing requirements for the selection of candidates for director positions. The deadline for implementing the directive into national legislations is 28 December 2024.

The EU gender balance directive is to be transposed into Polish legislation by way of a bill amending the Act on Public Offering, Conditions for Admission of Financial Instruments to Organised Trading and on Public Companies and the Act Implementing Certain European Union Laws on Equal Treatment.

Entities covered

The legislation proposed by the bill will cover only listed companies with their registered office in Poland whose shares are admitted to trading on a regulated market in at least one of the EU Member States. Micro, small and medium-sized companies will be outside its scope. 

New obligations for listed companies

Under the new legislation, listed companies will be required to have at least 33% of the members of the underrepresented sex in all director positions in both their management boards and supervisory boards by 30 June 2026.

The bill introduces measures to achieve the directive's objectives, including e.g. the requirement to give priority to a candidate belonging to the underrepresented sex when making a choice between candidates with equal qualifications.

Under the proposed legislation, a company's management board will be required to prepare and make available on the company's website annual reports on the gender balance in the company's management and supervisory boards.

What if a company fails to comply?

Companies ignoring or not properly complying with the above obligations will face a fine from the Financial Supervision Authority of up to the equivalent of 10% of the total annual revenue shown in the last audited financial statements for the financial year. 

The authority competent for the promotion, analysis, monitoring and support of gender balance in public company bodies will be the Government Plenipotentiary for Equal Treatment (Pełnomocnik Rządu do Spraw Równego Traktowania).

If you have questions about the changes related to the Gender Balance Directive, please contact us​.​