New Gender Balance Rules for Boards

The European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 came into force in Ireland on 30 May 2025. These new rules implement Directive (EU) 2022/2381 and are designed to improve gender balance on corporate boards. Our Employment Law & Benefits team explores the implications for in-scope companies.

What you need to know

• Key targets: In-scope companies must aim to achieve at least 40% of non-executive director positions held by the underrepresented sex.
• Quantitative objectives: In-scope companies must also set written individual quantitative objectives aimed at improving the gender balance among executive directors. In addition, they must set out in writing, the steps that the company has taken or is taking towards achieving these quantitative objectives.
• Selection processes: There is a requirement to adopt objective, clear and neutrally formulated criteria in the selection process for non-executive directors.
• Priority rule in selection process: Where candidates are equally qualified in terms of suitability, competence and professional performance, the Regulations state that the candidate of the underrepresented sex should be chosen, subject to “reasons of greater legal weight”.
• Information provision: There is a right for unsuccessful candidates to be informed about the qualification criteria and objective comparative assessment.
• Penalties: The Regulations establish a framework for penalties, however, more work needs to be done to expand on these.
• Reporting obligations: The first report on gender composition of an in-scope company’s board is due 26 June 2026.

Who do the Regulations apply to?

The new rules apply to companies that meet the following criteria:

• A company that is not a micro, small, and medium-sized enterprise or SME. This means it employs more than 250 people and has an annual turnover exceeding €50 million or an annual balance sheet total exceeding €43 million.
• Has its registered office in Ireland, and
• Has shares admitted to trading on a regulated market in at least one Member State.

These companies are referred to as “relevant listed companies” (in-scope companies).

Summary of requirements and key dates

Gender balance on boards

• Non-executive directors: in-scope companies must ensure that at least 40% of non-executive directors are of the underrepresented sex, which, in most cases, are women, by 30 June 2026.
• Executive directors: In-scope companies must also:
  • Set written individual quantitative objectives to improve gender balance among executive directors, and
  • Describe, in writing, the steps being taken to achieve those objectives.

This information must be published on in-scope companies’ websites by 30 November 2026.

Annual reporting obligations

In-scope companies must report annually to the Minister for Children, Disability and Equality by 30 November each year, commencing on 30 November 2026, on:

• The gender representation of their boards, broken down by executive and non-executive directors
• The measures taken to achieve the objective that 40% of its non-executive directors are members of the underrepresented sex
• The measures taken to achieve the individual quantitative objectives chosen to improve the gender balance among executive directors on its board, and
• Where applicable, the company must explain why it did not achieve the 40% objective and the individual quantitative objectives by the dates specified in the Regulations. It must also outline any remedial measures it intends to take to address this.

This report must be published on the in-scope company’s website and included in its next corporate governance statement, provided to the Minister. The Minister will publicly name any in-scope company that has failed to meet its documentation, publication, or reporting duties starting from 1 December 2027.

What happens if the 40% target isn’t met?

If an in-scope company does not meet the 40% gender balance requirement for non-executive directors, it must, for as long as it does not meet this target, change its selection process. This includes:

• Selecting candidates based on a comparative assessment of each candidate’s qualifications.
• Creating clear, neutral and unambiguous criteria in writing for the purposes of selection.
• Applying these criteria in a non-discriminatory way throughout the selection process, including during the preparation of vacancy notices, the pre-selection phase, the shortlisting phase and the establishment of pools of candidates.

In-scope companies must document compliance with these revised selection processes from:

• 1 July to 29 November 2026, and then
• 1 December to 29 November each year going forward.

A copy of this document must be sent to the Minister by 30 November 2026 and on an annual basis thereafter.

Preference in tie-break situations

When two candidates for appointment or election as non-executive director are equally qualified in terms of suitability, competence and professional performance, the in-scope company must prioritise the candidate of the underrepresented sex.

However, this can be overridden for legally valid reasons. For example, to meet other diversity policies. This is permitted provided it is based on an objective assessment. That assessment must consider the specific situation of a candidate of the other sex and be based on non-discriminatory criteria.

When the in-scope company is appointing or electing candidates for non-executive directors, it must keep a record of its compliance with the above selection rules. This applies from 1 July to 29 November 2026, and then from 1 December to 29 November each year after that. A copy of this record must be sent to the Minister by 30 November 2026, and on an annual basis thereafter.

If the in-scope company chooses not to give priority to a candidate of the underrepresented sex, as required in tie-break situations, it must document its rationale to the Minister.

Transparency obligations

Any candidate considered for a non-executive director role can make a written request for certain information about the selection process. In-scope companies must also provide certain information about selection of candidates for appointment or election as non-executive directors to shareholders and employees.

Key takeaways

The Regulations introduce legally binding requirements to improve the representation of women on the boards of large, listed companies in Ireland. In-scope companies must ensure that at least 40% of non-executive director roles are held by members of the underrepresented sex by 30 June 2026. In addition, they must take active steps to improve gender balance among executive directors. These obligations are supported by strict reporting, publication, and selection process rules; with annual compliance required and non-compliant companies being publicly named from 1 December 2027 onwards. In-scope companies should act now to review their board composition, update selection practices, and prepare for ongoing reporting duties.

For specific advice as to how these changes might affect your organisation, contact our Employment Law & Benefits team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.