Corporate Governance

GENDER BALANCE REGULATIONS

The European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 (the Regulations) transpose the EU Gender Balance on Boards Directive into Irish law, establishing new measures to address gender balance on the boards of large EU listed companies.

Scope

The Regulations apply to a “relevant listed company”, an Irish incorporated company which:

• is not a “micro, small and medium-sized enterprise or SME” (defined as a company that employees less than 250 persons and has an annual turnover not exceeding EUR 50,000,000 or an annual balance sheet total not exceeding EUR 43,000,000);
• has its registered office in Ireland; and
• has shares admitted to trading on an EU regulated market.

The Regulations do not apply to private companies or to Irish companies with shares listed on a US and/or UK market, where they do not have a listing of shares admitted to trading on an EU regulated market.

The Directive and the Regulations, as currently drafted, apply to a listed company that is not an SME. Since the relevant thresholds apply on individual rather than a consolidated basis, a listed holding company without direct employees or operations may technically fall outside the scope of the Regulations. It is not clear that this was the legislative intent, and it is possible that the Minister is envisaging compliance from issuers who satisfy the thresholds on a consolidated basis, and that investors and proxy advisers will also assess compliance in this way. As a result, notwithstanding the narrower application, issuers may elect to consider themselves in-scope for the obligations set out in the Regulations.

Non-Executive Directors

By 30 June 2026 in-scope companies must ensure that at least 40% of non-executive directors are members of the “underrepresented sex”. Companies failing to meet this objective by 30 June 2026 must adjust their selection process, so that clear, neutrally formulated, and unambiguous criteria are applied.

Executive Directors

By 30 June 2026 in-scope companies must: (1) set written individual quantitative objectives to improve the gender balance amongst executive directors; and (2) specify the steps that the company has taken or is taking towards achieving these objectives.

Annual Reporting

In-scope companies must report annually to the Minister by 30 November each year, commencing from 30 November 2026.

For more information see our Insights: New Board Gender Balance Objectives for Large EU Listed Companies - Arthur Cox LLP