Transposition of the “Women on Boards” Directive: strengthening the genderbalance in managing boards
Karine Khau-Castelle
An Ordinance transposing EU Directive 2022/2381 of the European Parliament and Council of 23 November 2022 on a better gender balance among directors of listed companies, known as the “Women on Boards” Directive, was published in the Official Journal on 16 October 2024.
It marks a significant step forward in promoting gender equality in decision-making roles. The Directive mandates that by 2026, listed companies in the EU must ensure that women make up at least 40% of non-executive director positions.
This is intended to reduce the gender imbalance that has historically dominated corporate governance.
The transposition of the Directive has been met with varying levels of commitment and success across different EU member states.
Prior to the EU Directive, France was one of the first countries in Europe to introduce binding provisions to promote gender balance within the boards of directors of commercial companies through Law n°2011-103 of 27 January 2011, known as the “Copé-Zimmermann” Law. Under this law, the boards of directors and supervisory boards of listed and unlisted companies with more than 250 employees and net sales or total balance sheet of at least €50 million must include a minimum of 40% of members of each gender.
The Ordinance of 15 November 2024 strengthens the system for listed companies by extending it to members representatives of employees and of employees shareholders.
This means that directors representing employee shareholders, appointed by the general meeting, are included in the same college as all the other directors. In practice, to comply with the new provisions of the Ordinance, companies will have to adjust the election procedure set out in their articles of association. Directors representing employees constitute a separate college and are appointed according to specific procedures. The rules on gender balance are applied to them depending on the appointment process.
By transposing the EU Directive into national law, France reinforced its commitment to achieving gender equality in corporate leadership and aligned its existing laws with EU-wide standards.