Women on Boards. Gender balance in the governing bodies of listed companies after the amendment

The Women on Boards Act has been in force since 18 August 2026. Find out which companies the 33 percent requirement covers and what it means for board appointments.

The Act of 3 July 2026 amending the Act on public offerings and the conditions for introducing financial instruments into an organised trading system and on public companies, and the Act on the implementation of certain European Union provisions on equal treatment, implements Directive (EU) 2022/2381, known as Women on Boards. The Act is already in force. Public debate speaks of quotas, but the adopted construction is different, and it is that construction which determines what a company must actually do.

Which companies does the Act cover?

The personal scope is narrow and mirrors that of the Directive. The regulations apply to large listed companies with their registered office in Poland, listed on a regulated market in an EU Member State, employing at least 250 employees, whose annual turnover exceeds EUR 50 million or whose total annual balance sheet exceeds EUR 43 million. Importantly, micro-enterprises and small and medium-sized enterprises within the meaning of the Entrepreneurs' Law are excluded from the scope.

In practice this means that the provisions apply only to large companies listed on the regulated market, i.e. on the main stock exchange floor, including companies with State Treasury participation.

What does the "33%" requirement consist of?

The Act places on a company an obligation to ensure gender balance in its governing bodies and at the same time specifies when that obligation is deemed to have been fulfilled. Two conditions must be met simultaneously. First, the total number of positions held by persons belonging to the underrepresented sex must be no less than the number closest to 33 percent of all positions in the company's governing bodies. Second, those persons must hold positions in each of the governing bodies, i.e. both on the management board and on the supervisory board.

This second condition is often overlooked, yet it is of fundamental importance. It is not enough to achieve the required percentage share by filling only the supervisory board, since it is counted together with the management board. Without the presence of a representative of the underrepresented sex in each governing body, the obligation is not fulfilled.

The underrepresented sex is defined in a neutral manner as the one whose representatives hold no more than 49 percent of the total number of positions in the company's governing bodies. The construction is therefore sex-neutral, although in Polish conditions it refers in practice to women.

What happens when a company fails to reach the threshold?

This is the crux of the entire regulation. The Act does not provide for the annulment of an appointment or an automatic penalty for the composition of a body as such. Instead, it places the company before an alternative. If the company has ensured representation in accordance with the requirement described above, the provisions on the formalised selection procedure do not apply. If the threshold is not reached, that procedure applies in full.

What does the procedure consist of? At every stage of selecting a person for a position in a company's governing body, neutrally formulated, clear and unambiguous criteria are applied in a non-discriminatory manner, taking into account the qualifications of the candidates and the need to ensure gender balance. These criteria are determined before the selection process begins, not after the candidacies have been reviewed. When choosing between candidates of equivalent qualifications, preference is given to the candidate belonging to the underrepresented sex.

The most burdensome element is, however, the allocation of the burden of proof. In the event of a dispute with a candidate who was not selected, it is the company that must demonstrate that the selection process was conducted in accordance with the established criteria. This means the need to document the comparative assessment of candidates in a way that allows the reasoning of the appointing body to be reconstructed. An informal recommendation and a conversation leaving no documentary trace are no longer sufficient.

What documentation obligations does the Act introduce?

• Gender balance policy. It is adopted by the general meeting by resolution. This obligation does not apply if the principles for ensuring gender balance have already been included in other regulations adopted by the company.
• Publication on the company's website. The company makes the policy or the regulations replacing it available, together with information about the applicable provisions and sanctions in this area.
• Annual report. It indicates the number of persons holding positions in the company's governing bodies together with their sex and type of position, and describes the measures taken to ensure gender balance. The report may constitute a separate part of the management report drawn up under the Accounting Act.

What penalties apply and for what exactly?

Supervision is exercised by the Polish Financial Supervision Authority, and the maximum financial penalty is PLN 500,000. What is crucial, however, is what the penalty does not concern. It is not a sanction for the mere absence of the required percentage share in the company's governing bodies. Liability is linked to the non-performance or improper performance of procedural and information obligations — above all, the absence of non-discriminatory candidate selection criteria and reporting breaches.

The model therefore resembles the construction known from corporate governance: a company either achieves the target state, or explains and documents why it has not, subjecting itself to procedural rigour. The regulatory risk therefore does not lie in the fact that only men sit on the management board, but in the fact that the company cannot demonstrate how that composition came about.

What deadlines apply to companies?

• By the end of the first general meeting convened after the Act enters into force, the company adopts a gender balance policy. If that general meeting concludes within two months of the Act entering into force, the deadline is extended to four months from that date.
• By 31 October 2026, the company submits the first report to the designated body within the government administration.
• Every two years, the competent authority submits to the European Commission a consolidated report on the participation of the respective sexes in the governing bodies of the companies covered, and on the measures taken.

What should be done first?

The starting point is a simple calculation: establishing whether the company meets both balance conditions, i.e. both the numerical threshold and the presence in each of the governing bodies. This determines whether the formalised selection procedure applies at all. It is then worth reviewing the existing corporate documents to check whether gender balance principles have already been regulated, as this determines whether a separate resolution needs to be adopted.

The nomination process itself requires separate attention. The requirement to determine criteria before the selection process begins and the burden of proof resting on the company mean that the practice of appointing members of governing bodies must be described and documented.

The new provisions do not require the removal of anyone from the company's governing bodies and do not invalidate existing appointments. They do, however, change the way positions are filled and the scope of what a company must disclose and prove about that process. For companies that do not reach the threshold, this means a permanent transition to a formalised candidate selection procedure.