Gender Balance on Boards of Certain Companies

What Companies are in-scope?

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The Regulations apply to any company which is a “relevant listed company” i.e. an Irish incorporated company which:

• employs at least 250 employees and has an annual turnover exceeding €50,000,000  or an annual balance sheet total exceeding €43,000,000;
• has its registered office in Ireland; and
• has shares traded on an EU regulated market.

The Regulations do not apply to private companies or to Irish companies with shares traded outside of an EU regulated market (eg on a US and/or UK market).

Gender Balance Objectives

The Directive and Regulations aim to address gender balance of the “unrepresented sex” on boards of in-scope companies.

The Directive sets specific targets for the representation of the underrepresented sex on the board of in-scope companies and it states that member states should subject these companies to the “objective” of having either:

1. at least 40% of all non-executive directors (“NEDs”) being members of the underrepresented sex; or
2. at least 33% of all directors being of the underrepresented sex.

The Irish Regulations impose the following “objectives” on in-scope Irish companies which should be reached not later than 30 June 2026:

1. Non-Executive Directors – 40% of non-executive directors on the board should be members of the “underrepresented sex” (the “NED objective”).

The number of NED positions deemed necessary to achieve that objective shall be the number closest to the proportion of 40% (but not exceeding 49%) as specified in the Schedule on page 8 of the Regulations linked here. Refer to an extract of the Schedule in the screenshot below.

2. Executive Directors –in-scope companies must: 1) set written individual quantitative objectives to improve the gender balance among executive directors; and 2) specify the steps that the company has taken or is taking towards achieving these objectives. This information must be published on the company’s website by 30 November 2026.

Achieving Gender Balance Objectives and complying with the Regulations

In-scope companies are to select candidates for NED positions based on a comparative assessment of the qualifications of each candidate. The selection process is to be based on clear, neutrally formulated, and unambiguous criteria.

Where an in-scope company is selecting candidates for NED positions, the company shall, in choosing between candidates who are equally qualified in terms of suitability, competence and professional performance, give priority to the candidate of the underrepresented sex except in exceptional circumstances.

Where such companies are selecting candidates for NED positions, they must also document their compliance with the selection process and their obligations regarding the selection of candidates. This documentation must be completed by 30 November 2026 and on an annual basis after that and a copy of the documentation must be provided to the Minister of Equality and Disability (the “Minister”) on 30 November of each relevant year.

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

Companies that do not meet the NED objective must inform shareholders in advance of a vote to appoint a non-executive director of the measures provided in the Regulations, including the penalties for non-compliance. A copy of this information must also be provided to the Minister.

Consequences for failure to achieve objectives

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

Annual Reporting

All in-scope companies must report annually to the Minister, by 30 November each year, commencing from 30 November 2026 on the gender representation of their boards, distinguishing between executive and non-executive directors, by uploading the information to a designated website. Companies must also report to the Minister, in a form and manner to be specified, on the measures taken to achieve the NED objective and the individual quantitative objectives for executive directors.

Where a company has not achieved the NED objective and the individual quantitative objectives for executive directors, the company must also report the reasons why it did not achieve those objectives and a description of the measures taken or intended to be taken to achieve the objectives.

This information must also be published on the company’s website and included in the company’s next corporate governance statement in the annual report following 30 November 2026 and a copy of the corporate governance statement must be submitted to the Minister.

Practical Considerations for in-scope companies

The Regulations impose significant new legal obligations on in-scope companies in relation to the gender composition of the board. In-scope companies will need to take steps now to plan for the application of the Regulations and should consider the steps they need to take to report on the gender composition of their board for the first reporting period next year in November 2026. This will involve assessing corporate governance frameworks to ensure effective monitoring of board gender composition and a succession plan that supports a pool of suitably qualified candidates of the “unrepresented sex” which for the most part will be female candidates.

Many thanks to Liam Boyle Of Counsel and Tracy MacDevitt (Professional Support Lawyer, Corporate) for contributing to this briefing.

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