Women on Boards: New obligations for listed companies | In Principle

On 30 July 2026 the President of Poland signed the act introducing the Women on Boards Directive into the Polish legal system. This came after months of prolonged legislative work and nearly a year and a half past the deadline set by the EU—ultimately under pressure of proceedings before the Court of Justice threatening Poland with financial sanctions. The original proposal for implementation of the directive was published in September 2024, as we discussed in the article “Time for change at large listed companies: The Women on Boards Directive.”

The act enters into force 14 days after publication in the Journal of Laws, i.e. on 17 August 2026. This means that soon new obligations will be imposed on Poland’s largest listed companies to ensure gender balance at the highest corporate positions. But while signing the act, the President also decided to forward it to the Constitutional Tribunal under the post-hoc procedure, which means that the act will undergo constitutional review after it is has already entered into force.

Who is affected by the new regulations?

The act applies to exchange-listed companies with their registered office in Poland, at least one share of which is admitted to trading on the regulated market in at least one EU member state, excluding micro enterprises and SMEs (i.e. employing fewer than 250 people, with annual turnover not exceeding EUR 50 million, and with an annual balance sheet total not exceeding EUR 43 million).

What does the gender equality obligation mean?

The act implementing the Women on Boards Directive ((EU) 2022/2381) imposes a duty on companies to ensure gender balance on their corporate boards, i.e. the management board and the supervisory board.

Under the act, the gender balance obligation will be regarded as fulfilled if:

• The total number of positions in each of the company’s boards held by members of the underrepresented sex is no less than the number closest to 33% of the number of all positions on the board, and
• Members of the underrepresented sex hold positions in each of the company’s boards.

The “underrepresented sex” is defined to mean the sex whose members hold no more than 49% of the total positions in a company’s boards. The provisions thus function symmetrically, applying to both men and women.

It should be noted that the model adopted in the Polish act is more advantageous for members of the underrepresented sex than the minimum requirements set in the directive, as the Polish model treats each board separately, not jointly, which is permissible under the directive.

Gender balance policy and new recruitment rules

The act also requires companies to adopt a gender balance policy, via a resolution of the general meeting, setting forth the rules for selection of candidates for positions on the company’s boards taking into account the parity thresholds. Companies have until the end of the first general meeting convened after entry into force of the act to adopt such a policy (with an extension of up to four months if the first general meeting concludes within two months after entry into force of the act).

The act also introduces detailed procedural requirements for the selection of candidates for board positions. Candidates must be assessed solely on the basis of clear and non-discriminatory qualification criteria. If two candidates are equally qualified, priority goes to the candidate of the underrepresented sex, apart from exceptions narrowly defined in the act.

It should be stressed that the duties involving adoption of a gender balance policy and the recruitment procedure are not absolute; they do not apply to companies that have achieved proper representation of the sexes on their boards in compliance with the act.

Reporting obligations

Under the act, companies will have to prepare a report each year on the share of members of each sex in the company’s boards, and the measures taken to ensure gender balance. This duty rests with the management board, but may also be entrusted to the supervisory board. The report may take the form of a standalone document or a separate section of the company’s business report.

The report must contain:

• Information on the number of persons holding positions on the company’s boards during the reporting period, with an indication of their sex and the type of position they hold
• Information on the measures taken to ensure that members of the underrepresented sex hold the required number of positions on the company’s boards
• And, if the gender balance target has not been met, an indication of the reasons for failure to meet the target, with an exhaustive description of the measures which the company has taken and will take to achieve the target.

After the report is prepared, the company must post it promptly on its website. Then it must be submitted to the government administrative entity entrusted with implementing the principle of equal treatment. The deadline for submitting the report is 30 June of each year. If the report constitutes a separate section of the business report, the deadline is six months after the end of the relevant financial year. The initial reports are to be submitted by 31 October 2026.

Sanctions and liability

If a company fails to adequately perform its duties concerning recruitment procedures and annual reporting, the Polish Financial Supervision Authority (KNF) may:

• Issue recommendations to the company with the aim of ceasing the violations of these duties
• And also impose a fine on the company of up to PLN 500,000.

A candidate against whom the company has infringed the requirements for the recruitment process has a right to compensation for non-economic loss in an amount no less than the minimum monthly wage as of the date of completion of the recruitment process, or a right to monetary damages.

The act reverses the burden of proof in this respect. If a candidate from the underrepresented sex demonstrates that she is at least as qualified as the candidate chosen from the other sex, the company must show that it did not commit an infringement. Thus the burden of proving no violation rests on the company, rather than the candidate having a burden of proving that there was a violation.

The scale of the challenge

According to research by the Women Leadership in Business Foundation, in 2022–2024 women held management board positions at only 13.6% of companies listed on the Warsaw Stock Exchange, and supervisory board positions at 18.7% of listed companies, below the minimum of 33% required by the directive. Of the 107 companies on the WIG140 index covered by the requirements of the directive, only 12 already meet the EU requirement. This means that the vast majority of Poland’s large listed companies will have to make real changes in the composition of their boards.

According to the “Women on Boards Advantage” report from March 2026, Poland is at the back of the pack of European countries, with one of the lowest levels of gender balance on the boards of listed companies. Figures from the European Institute for Gender Equality from October 2024 showed that the share of the underrepresented sex on the decision-making bodies of the largest listed Polish companies was 23.4%, as compared to an EU average of 34.7%. Countries that had previously introduced statutory mechanisms, backed by real sanctions, gained much higher scores (France 47.5%, Italy 44.6%, the Netherlands 41.8%). A comparative analysis shows that the most effective are hybrid models combining regulatory oversight and enforceable sanctions, with long-range recruitment policies. Merely formally transposing the EU provisions into national law, without stronger enforcement mechanisms, carries a risk of low effectiveness.

After over a decade of legislative work at the EU and national levels, the hardest stage is about to begin: testing the provisions of the Women on Boards Directive in practice. The experiences of other countries show that merely passing laws does not guarantee a change in practice. The key is whether the new regulations translate into real changes in the membership of boards of listed companies.

Aleksandra Fizek, adwokat, Klaudia Gutman, Karolina Romanowska, M&A and Corporate practice, Wardyński & Partners