Gender Balance on Management and Supervisory Boards. New Obligations for Listed Companies

Poland

8 Sept

On July 30, 2026, the President signed a law introducing new rules for ensuring gender balance on the management and supervisory boards of listed companies. The regulation requires entities subject to the law to adopt a gender balance policy, amend the rules for electing board members, and report annually on their actions. Learn about the new obligations, deadlines, recruitment rules for company boards, and the penalties imposed by the Polish Financial Supervision Authority (KNF).

Will the new gender balance regulations cover all listed companies?

The new obligations will apply to companies based in Poland with at least one share admitted to trading on a regulated market in one of the European Union Member States.

The act excludes micro-entrepreneurs and small and medium-sized enterprises (SMEs) within the meaning of the Entrepreneurs’ Law. This means that the regulation will apply to listed companies, not all entrepreneurs operating as joint-stock companies.

What will the obligation to ensure gender balance involve?

Companies covered by the Act will be required to ensure adequate participation of members of the underrepresented sex in:

management,
supervisory board,
the administrative board of a European company operating in a one-tier system.

This requirement will be deemed met when members of the underrepresented sex hold a number of positions that is closest to 33% of all positions on company boards. Representatives of this sex should be present on every company board.

The underrepresented gender will be considered to be the gender whose representatives occupy no more than 49% of all positions in the bodies of a given company.

Gender balance policy will become a mandatory element of corporate governance

The company’s general meeting will be required to adopt a gender balance policy. This document should specifically address:

rules for selecting candidates for company bodies,
method of selecting candidates for specific positions,
career development programs for women and men,
elements of human resources management strategies that support achieving the required level of representation.

If these principles are already properly incorporated into other internal company regulations, adopting a separate document will not be necessary. However, a gender balance policy should not be treated solely as a formal implementation of a statutory obligation. Its provisions must be reflected in the actual conduct of nomination processes, the documentation of candidate evaluations, and the adoption of resolutions by the relevant bodies.

How will the rules for electing members of the management board and supervisory board change?

Candidate selection criteria will need to be established before the recruitment or nomination process begins. They should include:

clear and unambiguous,
neutral,
non-discriminatory,
based on an objective assessment of qualifications.

If two candidates are equally qualified, priority should generally be given to the person of the underrepresented sex. However, this does not mean automaticity. A decision in favour of the second candidate may be justified by special circumstances, provided an objective and individualized assessment is conducted and the reasons for selecting that candidate are adequately documented.

For companies, this requires the creation of a transparent decision-making path, including job descriptions, qualification criteria, candidate evaluation sheets, justifications for recommendations, and documentation of resolutions.

Candidates will gain the right to information and to pursue claims

A candidate applying for a position in a company body will be able to request information regarding, among others:

criteria used in the selection process,
the results of the assessment carried out,
justification for the decision made,
qualifications of the person who was selected.

In the event of a breach of statutory regulations, the candidate will be able to seek compensation or damages. Importantly, the company will bear the burden of demonstrating that the selection process was conducted in accordance with the regulations. Therefore, from the perspective of management and supervisory boards, it will be crucial not only to properly conduct this process but also to gather evidence confirming its transparency, objectivity, and non-discriminatory nature.

New reporting obligations – what are they?

The company’s bodies will prepare an annual report covering:

information on the participation of women and men in the company’s bodies,
assessment of the implementation of the required level of gender balance,
description of the measures used to achieve statutory requirements.

The report will be published on the company’s website and submitted to the appropriate government administration body responsible for implementing the principle of equal treatment.

The Act also provides for the preparation and publication of a list of companies that meet gender balance requirements.

KNF supervision and fines up to PLN 500,000

The Polish Financial Supervision Authority (KNF – Komisja Nadzoru Finansowego) will be empowered to oversee the performance of its new duties. Among other things, it will be able to:

demand written and oral explanations,
obtain copies of documents and other information media,
issue recommendations to stop violations.

For failure to perform or improper performance of obligations relating to the rules for selecting candidates and preparing annual reports, the Polish Financial Supervision Authority will be able to impose a fine on the company of up to PLN 500,000.

When will the new regulations come into force?

The Act is to enter into force 14 days after its publication in the Journal of Laws.

Companies will be required to adopt a gender balance policy generally by the end of the first general meeting convened after the law takes effect. If such a meeting is concluded within two months of the new regulations coming into force, the deadline for compliance will be four months. The law stipulates that the first report on the gender representation in company bodies should be submitted by October 31, 2026.

Signing the bill and the control of the Constitutional Tribunal

The President signed the act, but at the same time announced that selected provisions would be referred to the Constitutional Tribunal for subsequent review.

According to a statement from the Chancellery of the President, the regulation implements the constitutional principle of equality between women and men and aims to reduce inequalities in the labour market. However, reservations concern the extensive procedural and reporting requirements, the possible limitation of companies’ organizational autonomy, and the impact of the new requirements on their competitiveness.

Referring a signed bill for post-trial review does not prevent it from coming into force. Companies should not, therefore, postpone preparations until the Court has ruled on the matter.

How should companies prepare for new obligations?

It is worth starting preparations by determining whether the company is subject to the Act and whether the current composition of its bodies meets the level required by the new regulations.

The next steps should be:

audit of the statute, regulations and nomination procedures,
analysis of the composition of the management board and supervisory board,
developing or updating a gender balance policy,
defining objective criteria for evaluating candidates,
preparation of documents enabling demonstration of the correctness of the selection process,
adapting the rules for processing and sharing candidate data,
preparation of the annual reporting procedure,
training of persons involved in nomination processes and general meeting services.

Particular attention should be paid to linking the new rules with regulations concerning personal data protection, labour law, remuneration principles, information obligations of public companies and the liability of members of governing bodies.

Support from TGC Corporate Lawyers

TGC Corporate Lawyers experts support companies in analysing new requirements, preparing gender balance policies and adapting corporate documents.

We help in particular with: