knowledge 12 June 2025 |

The Gender Balance on Listed Company Boards Directive takes effect in Ireland

Background to the Directive

The Directive sets specific targets for the representation of the underrepresented sex on relevant listed company boards to be reached by 30 June 2026. The “underrepresented sex” is not defined by either the Directive or the Regulations. However, the principles included in the Directive set out a general intention to promote equal representation of women in leadership roles, expanding the “pool of talent” available to listed companies and achieve gender parity across corporate boards.

What are the objectives of the Directive?

The Directive sets specific targets for the representation of the underrepresented sex on listed company boards to be reached by 30 June 2026, being either :

(a) at least 40% of all non-executive directors are of the underrepresented sex,

or;

(b) at least 33% of all directors (non-executive and executive) are of the underrepresented sex.

Under the Regulations (and in section 167 of the Companies Act 2014 concerning audit committees), a non-executive director is a member of a board other than an executive director (where an executive director is a board member engaged in the daily management of the company).

What listed companies are impacted by the Regulations?

Relevant listed companies are required to meet the objectives by 30 June 2026 and all reporting obligations are to be met before 30 November each calendar year. A relevant listed company, for the purpose of Regulations , means any company:

(i) with at least 250 employees and either:

(a) an annual turnover >€50,000,000, or

(b) an annual balance sheet total  >€43,000,000;

(ii) that has its registered office in Ireland; and

(iii) has shares trading on a regulated market in at least one EU Member State.

Accordingly micro, small and medium-sized SMEs are excluded, as are companies with shares listed on multilateral trading facilities such as Euronext Growth Dublin. Furthermore, the Regulations will not apply to Irish-registered listed companies that are listed only on non-EEA exchanges, such as the London Stock Exchange or in the U.S.

What obligations arise for relevant listed companies in Ireland?

Member States were given discretion under the Directive as to which of the objectives would apply to listed companies registered in that State.

The Regulations require a relevant listed company to have 40% of all non-executive directors be of the underrepresented sex by 30 June 2026. In addition, a relevant listed company will be required to set individual quantitative objectives to increase executive directorships held by the underrepresented sex before 30 June 2026. The company must report on its progress, including the steps taken, to meet its individual quantitative objectives in writing, and publish this information on its website no later than 30 November 2026.

The Regulations sets out in a Schedule the minimum numbers for the expected gender representation of non-executive directors (for example, a board with three non-executive directors should have at least one member of the underrepresented sex).

A candidate who was considered for election as a non-executive director may also make a written request to the company for certain information in relation to the selection process.

What further obligations arise for Irish listed companies that fail to meet those objectives by 30 June 2026?

The Regulations have adopted the term “applicable listed company” for any relevant listed company that has not yet reached its target of 40% non-executive directorship being held by the underrepresented sex by 30 June 2026.  

From 30 June 2026, an applicable listed company must:

• Adjust its process for selecting candidates for non-executive director positions, ensuring a comparative assessment of qualifications,
• Establish clear, neutrally-formulated and unambiguous criteria and apply those criteria in a non-discriminatory way throughout the selection process,
• Give priority to non-executive directorship candidates of the underrepresented sex where in all other respects candidates are equally qualified in terms of their suitability, competency and professional performance, unless “in exceptional circumstances” where reasons of “greater legal weight” apply, for example the pursuit of other diversity policies such as racial or disability-based hiring pursuits,
• Provide information to unsuccessful candidates (on request) of the underrepresented sex regarding the selection criteria and assessment process,
• Inform shareholders or employees who vote for non-executive directorship candidates of the company's obligations under the Regulations, including provisions for non-compliance,
• Report annually before 30 November, starting from 1 July 2026 to 29 November 2026 and from 1 December to 29 November in each relevant year thereafter, on the gender composition of their boards and the measures taken to achieve the objectives to the Minister for Children, Disability and Equality (“the Minister”), and
• Report to the Minister in respect of any selection process, including any candidates selected in exceptional circumstances not from the underrepresented sex, before 30 November of that calendar year.

What happens if there is non-compliance with the Regulations?

Commencing from 1 December 2027, the Minister may publish annually, on a website, the name of each relevant company that has failed to comply with specified documentation, publication, or reporting obligations set out in the Regulations.

Further proposed changes enhance gender parity on corporate boards in Ireland

Section 17 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, not yet commenced, will add an optional measure under s888B of the Companies Act 2014, permitting any company submitting an annual return to the Registrar of Companies to opt to include information on the composition of its board in respect of gender. Unlike the obligations for listed companies under the Regulations, this will be a wholly optional provision for interested companies, and will be available to all companies.

Institutional Guidelines

Listed companies should also be mindful of institutional guidelines relating to gender balance on boards. Proxy advisors such as ISS and Glass Lewis have said that that they may recommend shareholders vote against the re-election of the chair of the nomination committee where specified gender diversity targets are not met. The targets include:

• for companies listed on Euronext Dublin and Euronext Growth Dublin, at least 25% of the board are gender diverse (Glass Lewis, 2025 Benchmark Policy Guidelines, Ireland);
• for ISEQ 20 companies, at least 33% of the board are women (ISS, 2025 Proxy Voting Guidelines, UK and Ireland); and
• for companies listed on the London Stock Exchange, at least 40% of the board are women (ISS, 2025 Proxy Voting Guidelines, UK and Ireland).

Conclusions

Relevant listed companies need to consider the steps required to meet (and monitor) their obligations under the Regulations. Internal processes regarding the recruitment of non-executive directors will need to be updated in light of the new obligations.

Also contributed to by Romy Higgins.