The “Women on Boards” Directive: new obligations for listed companies in Poland from 18 August 2026

Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (the Women on Boards Directive), published in the Official Journal of the European Union L 315/44 of 7 December 2022, marks the culmination of more than a decade of legislative work at EU level, as the European Commission’s original proposal dates back to 2012.

The Directive aims to increase the representation of the underrepresented sex — in practice, women in the vast majority of Member States — in the management and supervisory bodies of large, listed companies. The Directive allows Member States to choose between two models: (a) achieving at least 40% representation of the underrepresented sex among non-executive directors (members of supervisory boards), or (b) at least 33% representation among all directors (executive and non-executive directors combined, i.e. members of management boards and supervisory boards). The deadline for transposing the Directive into national law expired on 28 December 2024.

Implementation status in Poland

Poland has completed the transposition of the European directive. The implementing law was enacted and published in August 2026 and will enter into force on 18 August, despite having been referred to the Constitutional Tribunal for ex post review. 

Key elements of the new legislation

Selected model and representation threshold. Poland has opted to implement model B under the Directive, i.e. a threshold of 33% representation of the underrepresented sex across the management board and supervisory board combined. The Act introduces a new Chapter 4aa, entitled “Gender balance policy in company bodies”, into the Public Offering Act. Under the new provisions, a company must ensure that the total number of positions held by persons of the underrepresented sex (defined as the sex whose representatives hold no more than 49% of positions) is at least equal to the integer closest to 33% of all positions on the management board and supervisory board combined. In addition, persons of the underrepresented sex must hold positions in each of the company’s bodies.

Scope. The Act applies to companies with their registered office in Poland, at least one of whose shares is admitted to trading on a regulated market in at least one EU Member State or a State party to the EEA Agreement. The provisions do not apply to micro, small and medium-sized enterprises within the meaning of the Act of 6 March 2018 — the Entrepreneurs’ Law.

Gender balance policy and candidate selection process. The general meeting of each company within the scope of the Act will be required to adopt a resolution on a gender balance policy for the company’s bodies (including, among other matters, career development programmes and a human resources management strategy) no later than the close of the first general meeting convened after 18 August 2026 (or, if such meeting concludes by 18 October 2026, by 18 December 2026). The criteria for selecting candidates for positions on the management board and supervisory board must be established before the process begins. They should be formulated in neutral terms, be clear and unambiguous, and be applied in a non-discriminatory manner at every stage of the selection process. Where candidates are equally qualified, preference is given to the candidate of the underrepresented sex, unless, in an exceptional case, other significant diversity principles laid down by law, based on objective and non-discriminatory criteria that take account of the candidate’s particular circumstances, weigh in favour of selecting a candidate of the opposite sex.

Protection of candidates. A candidate in respect of whom the company has breached the requirements of the candidate selection process is entitled to claim compensation. If a candidate of the underrepresented sex alleges that a breach has occurred and demonstrates facts from which it may be presumed that they were at least as well qualified as the selected candidate of the opposite sex, the company must prove that it did not breach those requirements. The amount of compensation may not be lower than the statutory minimum wage.

Reporting obligations. Companies will be required to prepare an annual report on the representation of each sex in the company’s bodies and the measures taken to ensure gender balance. The report must be made available on the company’s website without delay after it has been prepared. The company must submit it to the government body responsible for implementing the principle of equal treatment by 30 June of each year (or within six months of the end of the financial year if the report forms part of the management report). If the company has not achieved the 33% target, it must explain the reasons and provide a comprehensive description of the measures taken and planned. Companies must submit their first report by 31 October 2026.

Sanctions. The Polish Financial Supervision Authority (KNF) may issue recommendations aimed at bringing infringements to an end and may also impose a fine of up to PLN 500,000 on a company for failure to perform, or improper performance of, obligations relating to the candidate selection process or the preparation of the annual report. The sanctions provision does not expressly cover the obligation to publish or submit the report. Importantly, failure to achieve the 33% target is not in itself directly subject to this fine; the company must, however, explain the reasons and provide a comprehensive description of the measures taken and planned.

Deadlines. The Act will enter into force on 18 August 2026, and from that date companies will be subject to the obligation to ensure the required level of representation. The Act does not automatically terminate the mandates of current members of company bodies.

Practical implications for listed companies in Poland

Companies within the scope of the Act should immediately take the following preparatory measures:

• Audit of the composition of company bodies – analysing current gender representation on the management board and supervisory board to determine whether the company meets the requirements concerning the level of representation and the presence of the underrepresented sex in each body and, if not, the scale of the changes required to achieve compliance.
• Updating corporate documents – reviewing and adapting the articles of association, rules of procedure and recruitment procedures to meet the requirements for clear, objective and non-discriminatory candidate selection criteria.
• Developing a gender balance policy – preparing a draft general meeting resolution on the policy, covering the human resources management strategy and career development programmes, sufficiently in advance to allow the resolution to be adopted by the statutory deadline.
• Preparing the reporting process – implementing procedures and templates for preparing the annual report on gender representation in the company’s bodies (first report due by 31 October 2026).
• Training those responsible for nominations – training members of nomination committees on the new requirements, including the rules governing the allocation of the burden of proof in disputes with candidates.

The period up to 18 August 2026 should be used to prepare the documents and procedures necessary to apply the new requirements. This will help reduce legal and reputational risk from the date on which the Act enters into force.

How to prepare for the new regulatory framework

The Act implementing the Women on Boards Directive represents a significant regulatory change for the Polish capital market. The new regulation sets a clear direction for change and prompts listed companies to review their approach to selecting individuals for positions in management and supervisory bodies.

For companies within the scope of the Act, it is now essential to prepare promptly for the new obligations, both in procedural terms (the gender balance policy and candidate selection process) and in terms of reporting. Although changes in the composition of management boards and supervisory boards may occur gradually as current terms of office expire, the new requirements concerning the transparency of the candidate selection process and the reporting obligation will apply as early as 18 August 2026.