Women on Boards – new rules on gender balance in listed companies

On 18 August 2026, the Act transposing Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance amongst directors of listed companies (‘Women on Boards’) into Polish law came into force. Poland implemented the Directive late – the deadline for transposition was 28 December 2024. Who are the new regulations aimed at? Large listed companies with their registered office in Poland, whose shares are admitted to trading on a regulated market in the EU and which are not SMEs. SMEs are exempt. To qualify as an SME, factors such as thresholds relating to the number of employees, turnover and balance sheet total are taken into account. Key obligations:    

• Gender balance – members of the under-represented gender should collectively hold at least 33 per cent of all positions on the management board and supervisory board combined. At the same time, representatives of both genders must be present on each of these bodies.
• Gender balance policy – the company must adopt this policy by the end of the first general meeting convened after the Act comes into force (and if that meeting concludes within two months, then within four months of 18 August 2026, i.e. by 18 December 2026).
• A transparent selection procedure – the selection of members of governing bodies based on clear, neutral criteria. Where candidates have equal qualifications, priority is, as a rule, given to the under-represented gender.
• Reporting – the first report to the Government Plenipotentiary for Equality must be submitted by 31 October 2026. In subsequent years, the deadline is 30 June. If a company has not reached the 33 per cent threshold, it must explain the reasons and describe the measures taken and planned.

Sanctions – the Polish Financial Supervision Authority (KNF) may impose a fine of up to PLN 500,000 for breaches relating to the candidate selection procedure or reporting obligations. Merely failing to reach the 33 per cent threshold does not automatically result in this fine being imposed. The following should be taken into account: reviewing the composition of governing bodies, updating selection procedures and preparing a gender balance policy in advance – particularly in the context of the forthcoming general meeting and the reporting deadline.