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

Summary:

Directive (EU) 2022/2381 - adopted by the co-legislators on 23 November 2022 - addressing gender balance among directors of listed companies. This is a text with EEA relevance.

Further information:

Company boards in the EU are characterised by persistent gender imbalances. Compared to other areas of society, especially to the public sector, the under-representation of women on the boards of publicly listed companies is particularly significant.

EU Member States and the EU institutions took steps over the decades to promote gender equality in economic decision-making by adoption recommendations and encouraging self-regulation. However, progress in increasing the presence of women on company boards has been slow. The rate of improvement in individual countries has also been unequal and has produced divergent results. Moreover, growing discrepancies between Member States likely increased given the very different approaches pursued by individual Member States.

This Directive aims to achieve a more balanced representation of women and men among the directors of listed companies by establishing measures that aim to accelerate progress towards gender balance, while allowing listed companies sufficient time to make the necessary arrangements for that purpose.

The draft law was adopted by the European Commission on 14 November 2012 alongside a Communication focusing on gender balance in business leadership. The European Parliament adopted a negotiating position on 20 November 2013. Following years of deadlock between Member States, the Council of the European Union eventually adopted its general approach on 14 March 2022. An informal agreement between the co-legislators on a compromise text for this file on 7 June 2022. This was formally endorsed by the Council on 17 October and by the Parliament on 22 November. The Act was signed by the co-legislators on 23 November 2022 and published in the Official Journal on 7 December 2022.

Official

EUR-LEX: COM(2012)614: Proposal for a Directive on improving the gender balance among non-executive directors of companies listed on stock exchanges and related measures https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=COM:2012:614:FIN

EUR-LEX: SWD(2012)348: Staff Working Document accompanying the Proposal - Impact Assessment https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=SWD:2012:348:FIN

EUR-LEX: SWD(2012)349: Staff Working Document accompanying the Proposal - Executive Summary of the Impact Assessment https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=SWD:2012:349:FIN

European Parliament: Legislative Observatory: Procedure File for Proposal on Gender balance among non-executive directors of companies listed on stock exchanges (2012/0299(COD)) https://oeil.secure.europarl.europa.eu/oeil/popups/ficheprocedure.do?lang=en&reference=2012/0299(COD)

European Parliament: Legislative Train Schedule: Gender balance on boards https://www.europarl.europa.eu/legislative-train/theme-a-new-push-for-european-democracy/file-gender-balance-on-boards

General Secretariat of the Council: Policies: Gender balance on corporate boards https://www.consilium.europa.eu/en/policies/gender-balance-corporate-boards/

European Commission: Press Release, 14/11/2012: Women on Boards: Commission proposes 40% objective https://ec.europa.eu/commission/presscorner/detail/en/ip_12_1205

European Commission: Memo, 14/11/2012: Questions and Answers: Proposal on increasing Gender Equality in the Boardrooms of Listed Companies https://ec.europa.eu/commission/presscorner/detail/en/MEMO_12_860

European Commission: A historic day for gender equality (Speech by Commissioner Reding - 14 November 2012) https://ec.europa.eu/commission/presscorner/detail/en/SPEECH_12_818

European Commission: Memo, 14/05/2013: Women on Boards: Vice-President Viviane Reding and Markus Klimmer, Managing Director at Accenture discuss challenges and opportunities https://ec.europa.eu/commission/presscorner/detail/en/MEMO_13_430

European Commission: Memo, 09/07/2013: Vice-President Reding welcomes latest progress in European Parliament for women on boards https://ec.europa.eu/commission/presscorner/detail/en/MEMO_13_672

European Parliament: Press Release, 14/10/2013: Women on company boards: go for 40% of non-executive posts by 2020, urge MEPs https://www.europarl.europa.eu/news/en/press-room/20131014IPR22232/

European Commission: Press Release, 14/10/2013: Women on Boards: Share of Women up to 16.6% as European Parliament Committees back Commission proposal https://ec.europa.eu/commission/presscorner/detail/en/ip_13_943

European Parliament: Headlines, 15/10/2013: New rules to ensure women no longer take a backseat in the boardroom https://www.europarl.europa.eu/news/en/headlines/society/20131014STO22255/

European Parliament: Press Release, 20/11/2013: 40% of seats on company boards for women https://www.europarl.europa.eu/news/en/press-room/20131118IPR25532/

European Commission: Press Release, 20/11/2013: Cracking Europe's Glass Ceiling: European Parliament backs Commission's Women on Boards proposal https://ec.europa.eu/commission/presscorner/detail/en/ip_13_1118

European Commission: History in the making: the push for gender balance on boards gathers momentum European Parliament backs Women on Boards Proposal (Speech by Commissioner Reding - 20 November 2013) https://ec.europa.eu/commission/presscorner/detail/en/SPEECH_13_945

European Council: Speech by President of the European Council Herman Van Rompuy at the European Women on Boards launch event (5 December 2013) https://www.consilium.europa.eu/uedocs/cms_data/docs/pressdata/en/ec/139964.pdf

European Parliament: Press Release, 03/12/2015: Women on boards: MEPs urge ministers to agree a position at last https://www.europarl.europa.eu/news/en/press-room/20151201IPR05555/

Council of the European Union: Press Release, 14/03/2022: Member states adopt a general approach on an EU directive aiming to strengthen gender equality on corporate boards https://www.consilium.europa.eu/en/press/press-releases/2022/03/14/les-etats-membres-arretent-leur-position-sur-une-directive-europeenne-visant-a-renforcer-l-egalite-entre-les-femmes-et-les-hommes-dans-les-conseils-d-administration/

EPP EP Group: Newsroom, 14/03/2022: Crucial week ahead in advancing women on company boards in Europe https://www.eppgroup.eu/newsroom/news/crucial-week-ahead-in-advancing-women-on-company-boards

European Parliament: Press Release, 16/03/2022: Women on boards: committees give green light for negotiations with member states https://www.europarl.europa.eu/news/en/press-room/20220314IPR25412/

European Commission: Press Release, 07/06/2022: Commission welcomes political agreement on Gender Balance on Corporate Boards https://ec.europa.eu/commission/presscorner/detail/en/ip_22_3478

Council of the European Union: Press Release, 07/06/2022: Council and European Parliament agree to improve gender balance on company boards https://www.consilium.europa.eu/en/press/press-releases/2022/06/07/council-and-european-parliament-agree-to-improve-gender-balance-on-company-boards/

European Parliament: Press Release, 07/06/2022: Women on boards: deal to boost gender balance in companies https://www.europarl.europa.eu/news/en/press-room/20220603IPR32195/

EPP EP Group: Newsroom, 07/06/2022: Landmark deal reached for women on company boards in Europe https://www.eppgroup.eu/newsroom/news/landmark-deal-reached-for-women-on-company-boards-in-europe

S&D EP Group: Newsroom, 07/06/2022: Women on Boards Directive: landmark agreement to guarantee diversity and equality at the top https://www.socialistsanddemocrats.eu/newsroom/women-boards-directive-landmark-agreement-guarantee-diversity-and-equality-top

Council of the European Union: Press Release, 17/10/2022: Council approves EU law to improve gender balance on company boards https://www.consilium.europa.eu/en/press/press-releases/2022/10/17/council-approves-eu-law-to-improve-gender-balance-on-company-boards/

European Parliament: Press Release, 22/11/2022: Parliament approves landmark rules to boost gender equality on corporate boards https://www.europarl.europa.eu/news/en/press-room/20221118IPR55706/

European Commission: Statement, 22/11/2022: Gender Equality: The EU is breaking the glass ceiling thanks to new gender balance targets on company boards https://ec.europa.eu/commission/presscorner/detail/en/statement_22_7074

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News

EUObserver, 14/11/2012: EU commission to 'smash glass ceiling' on gender https://euobserver.com/eu-political/118197

EurActiv, 15/11/2012: Reding pushes 40% female quota on corporate boards https://www.euractiv.com/section/social-europe-jobs/news/reding-pushes-40-female-quota-on-corporate-boards/

Der Spiegel, 06/03/2013: Germany to Lobby against EU Gender Quota https://www.spiegel.de/international/europe/germany-to-lobby-against-eu-gender-quota-a-887174.html

EurActiv, 15/10/2013: MEPs back 40% quota for women on company boards https://www.euractiv.com/section/social-europe-jobs/news/meps-back-40-quota-for-women-on-company-boards/

EurActiv, 21/11/2013: MEPs back Reding in effort to crack glass ceiling https://www.euractiv.com/section/justice-home-affairs/news/meps-back-reding-in-effort-to-crack-glass-ceiling/

EurActiv, 30/01/2014: ‘Female Davos’ backs women quotas on company boards https://www.euractiv.com/section/innovation-industry/news/female-davos-backs-women-quotas-on-company-boards/

Reuters, 12/01/2022: EU's von der Leyen in new push for women's quota on company boards https://www.reuters.com/business/eus-von-der-leyen-new-push-womens-quota-company-boards-2022-01-12/

EurActiv, 12/01/2022: EU’s von der Leyen in new push for women’s quota on company boards https://www.euractiv.com/section/non-discrimination/news/eus-von-der-leyen-in-new-push-for-womens-quota-on-company-boards/

Investigate Europe: Secrets of the Council, 17/01/2022: German Liberals block women’s quota for Europe’s corporate boards https://www.investigate-europe.eu/en/2022/german-liberals-block-womens-quota-for-europes-corporate-boards/

Politico, 17/02/2022: Germany to back EU’s women quota plan after a decade https://www.politico.eu/article/germany-will-adopt-women-on-board-directive-eu-proposal-after-10-years-of-deadlock/

Reuters, 14/03/2022: EU gives initial agreement to board quotas for women, more talks needed https://www.reuters.com/business/eu-gives-initial-agreement-board-quotas-women-more-talks-needed-2022-03-14/

Politico, 14/03/2022: Council advances EU plan to put more women on corporate boards https://www.politico.eu/article/european-council-advances-plan-to-put-more-women-on-corporate-boards-ursula-von-der-leyen/

EurActiv, 14/03/2022: Member states end 10-year deadlock on EU’s plan for women’s quota on corporate boards https://www.euractiv.com/section/economy-jobs/news/member-states-end-10-year-deadlock-on-eus-plan-for-womens-quota-on-corporate-boards/

Bloomberg, 14/03/2022: EU Wants a Third of Board Positions to Be Held by Women by 2027 https://www.bloomberg.com/news/articles/2022-03-14/eu-wants-a-third-of-board-positions-to-be-held-by-women-by-2027#xj4y7vzkg

EurActiv, 06/06/2022: EU urged to quickly adopt plan boosting gender equality on boards, as talks continue https://www.euractiv.com/section/economy-jobs/news/eu-urged-to-quickly-adopt-plan-boosting-gender-equality-on-boards-as-talks-continue/

The Guardian, 07/06/2022: EU agrees ‘landmark’ 40% quota for women on corporate boards https://www.theguardian.com/business/2022/jun/07/eu-agrees-landmark-40-quota-for-women-on-corporate-boards

Euronews, 08/06/2022: EU strikes deal to impose 40% quota for women on boards of large companies by 2026 https://www.euronews.com/next/2022/06/08/eu-strikes-deal-to-impose-40-per-cent-quota-for-women-on-boards-of-large-companies-by-2026

Le Monde, 08/06/2022: EU sets out to strike better gender balance on European corporate boards https://www.lemonde.fr/en/international/article/2022/06/08/eu-sets-out-to-strike-better-gender-balance-on-european-corporate-boards_5986015_4.html

France24, 10/06/2022: Smashing the glass ceiling: EU bill calls for 40% quota for women on boards https://www.france24.com/en/tv-shows/the-51/20220610-smashing-the-glass-ceiling-eu-bill-calls-for-40-quota-for-women-on-boards

RTÉ News, 01/11/2022: 71% would prefer gender targets over quotas - IoD report https://www.rte.ie/news/business/2022/1101/1332456-71-would-prefer-gender-targets-over-quotas/

EUObserver, 22/11/2022: Done 'asking nicely', EU adopts rules for more women on boards https://euobserver.com/health-and-society/156451

EurActiv, 22/11/2022: EU Parliament passes directive on gender quotas for corporate boards https://www.euractiv.com/section/economy-jobs/news/eu-parliament-passes-directive-on-gender-quotas-on-corporate-boards/

Delano, 23/11/2022: EU adopts gender quota directive for company boards https://delano.lu/article/eu-adopts-gender-quotas-direct

YLE News, 04/12/2022: New gender balance law adds more women to Finnish boards https://yle.fi/a/74-20007238

EurActiv, 06/12/2022: Finland far off EU’s women on boards criteria https://www.euractiv.com/section/politics/news/finland-far-off-eus-women-on-boards-criteria/

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Commentary and Analysis

EurActiv, 08/03/2013: Gender quotas: Bad for business or a ‘necessary evil’? https://www.euractiv.com/section/social-europe-jobs/news/gender-quotas-bad-for-business-or-a-necessary-evil/

EPRS: Briefing, November 2013: Gender balance on company boards https://www.europarl.europa.eu/thinktank/en/document/LDM_BRI(2013)130683

EU Law Analysis, 17/06/2015: Forty percent Venus, sixty percent Mars? The Commission’s Proposal on gender quotas in corporate boards http://eulawanalysis.blogspot.com/2015/06/forty-percent-venus-sixty-percent-mars.html

EPRS: At a Glance, November 2015: Gender balance on company boards https://www.europarl.europa.eu/thinktank/en/document/EPRS_ATA(2015)572801

EPRS: At a Glance, September 2020: Gender balance on company boards https://www.europarl.europa.eu/thinktank/en/document/EPRS_ATA(2020)652093

Social Europe, 13/07/2022: How board quotas influence gender-equality policies https://socialeurope.eu/how-board-quotas-influence-gender-equality-policies

Allen&Overy: Publications, 21/07/2022: Gender diversity on corporate boards https://www.allenovery.com/en-gb/global/news-and-insights/publications/gender-diversity-on-corporate-boards

Allen&Overy: Coporate Blog, 09/08/2022: Gender diversity on corporate boards https://blog.allenovery.com/aoblog/corporate_nl/gender-diversity-on-corporate-boards

S&P Global: Podcasts, 21/10/2022: How new EU law aims to improve gender diversity on corporate boards https://www.spglobal.com/esg/podcasts/how-new-eu-law-aims-to-improve-gender-diversity-on-corporate-boards

EPRS: At a Glance, November 2022: Gender balance on corporate boards https://www.europarl.europa.eu/thinktank/en/document/EPRS_ATA(2022)738208

Forbes Magazine, 30/11/2022: EU Law Set To Increase Gender Diversity On Company Boards https://www.forbes.com/sites/paologaudiano/2022/11/30/eu-law-set-to-increase-gender-diversity-on-company-boards/?sh=4bd5c50d33ea

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