Proposal for a Directive on improving the gender balance among non-executive directors of companies listed on stock exchanges and related measures

Author (Corporate)
Series Details COM (2012) 614
Publication Date 14/11/2012
Content Type


Legislative initiative tabled by the European Commission on 14 November 2012, aimed at addressing gender imbalance on company boards in the European Union (EU). 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.

The purpose of the draft law is to substantially increase the number of women on corporate boards throughout the EU by setting a minimum objective of a 40% presence of the under-represented sex among the non-executive directors of companies listed on stock exchanges and by requiring companies with a lower share of the under-represented sex among the non-executive directors to introduce pre-established, clear, neutrally formulated and unambiguous criteria in selection procedures for those positions in order to attain that objective.

The draft Directive 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.

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Commentary and Analysis
EurActiv, 08/03/2013: Gender quotas: Bad for business or a ‘necessary evil’?
EPRS: Briefing, November 2013: Gender balance on company boards
EU Law Analysis, 17/06/2015: Forty percent Venus, sixty percent Mars? The Commission’s Proposal on gender quotas in corporate boards
EPRS: At a Glance, November 2015: Gender balance on company boards
EPRS: At a Glance, September 2020: Gender balance on company boards

EUObserver, 14/11/2012: EU commission to 'smash glass ceiling' on gender
EurActiv, 15/11/2012: Reding pushes 40% female quota on corporate boards
Der Spiegel, 06/03/2013: Germany to Lobby against EU Gender Quota
EurActiv, 15/10/2013: MEPs back 40% quota for women on company boards
EurActiv, 21/11/2013: MEPs back Reding in effort to crack glass ceiling
EurActiv, 30/01/2014: ‘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
EurActiv, 12/01/2022: EU’s von der Leyen in new push for women’s quota on company boards
Investigate Europe: Secrets of the Council, 17/01/2022: German Liberals block women’s quota for Europe’s corporate boards
Politico, 17/02/2022: Germany to back EU’s women quota plan after a decade
Reuters, 14/03/2022: EU gives initial agreement to board quotas for women, more talks needed
Politico, 14/03/2022: Council advances EU plan to put more women on corporate boards
EurActiv, 14/03/2022: Member states end 10-year deadlock on EU’s plan for women’s quota on corporate boards
Bloomberg, 14/03/2022: EU Wants a Third of Board Positions to Be Held by Women by 2027
EurActiv, 06/06/2022: 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
Euronews, 08/06/2022: EU strikes deal to impose 40% 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

EUR-LEX: SWD(2012)348: Staff Working Document accompanying the Proposal - Impact Assessment
EUR-LEX: SWD(2012)349: Staff Working Document accompanying the Proposal - Executive Summary of the Impact Assessment
European Parliament: Legislative Observatory: Procedure File for Proposal on Gender balance among non-executive directors of companies listed on stock exchanges (2012/0299(COD))
European Parliament: Legislative Train Schedule: Gender balance on boards
General Secretariat of the Council: Policies: Gender balance on corporate boards
European Commission: Press Release, 14/11/2012: Women on Boards: Commission proposes 40% objective
European Commission: Memo, 14/11/2012: Questions and Answers: Proposal on increasing Gender Equality in the Boardrooms of Listed Companies
European Commission: A historic day for gender equality (Speech by Commissioner Reding - 14 November 2012)
European Commission: Memo, 14/05/2013: Women on Boards: Vice-President Viviane Reding and Markus Klimmer, Managing Director at Accenture discuss challenges and opportunities
European Commission: Memo, 09/07/2013: Vice-President Reding welcomes latest progress in European Parliament for women on boards
European Parliament: Press Release, 14/10/2013: Women on company boards: go for 40% of non-executive posts by 2020, urge MEPs
European Commission: Press Release, 14/10/2013: Women on Boards: Share of Women up to 16.6% as European Parliament Committees back Commission proposal
European Parliament: Headlines, 15/10/2013: New rules to ensure women no longer take a backseat in the boardroom
European Parliament: Press Release, 20/11/2013: 40% of seats on company boards for women
European Commission: Press Release, 20/11/2013: Cracking Europe's Glass Ceiling: European Parliament backs Commission's Women on Boards proposal
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)
European Council: Speech by President of the European Council Herman Van Rompuy at the European Women on Boards launch event (5 December 2013)
European Parliament: Press Release, 03/12/2015: Women on boards: MEPs urge ministers to agree a position at last
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
EPP EP Group: Newsroom, 14/03/2022: Crucial week ahead in advancing women on company boards in Europe
European Parliament: Press Release, 16/03/2022: Women on boards: committees give green light for negotiations with member states
European Commission: Press Release, 07/06/2022: Commission welcomes political agreement on Gender Balance on Corporate Boards
Council of the European Union: Press Release, 07/06/2022: 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
EPP EP Group: Newsroom, 07/06/2022: 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

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