Gender balance on the boards of public companies — what does the government bill provide?

On 9 June 2026 the Council of Ministers adopted a bill intended to improve gender balance in the governing bodies of public companies established in Poland. The bill transposes EU Directive 2022/2381 into national law and introduces a threshold of at least 33% representation of the under-represented sex on the management and supervisory boards of the largest listed companies. Below we explain who the rules will cover, what obligations they impose — including on foreigners sitting on company bodies — and we assess the risks connected with the new rules.

1. What the bill concerns and its legal basis

The bill adopted by the Council of Ministers on 9 June 2026 transposes into the Polish legal order Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (the "Women on Boards" initiative). According to the Ministry of Justice, the changes are intended to increase the participation of women and men in the decision-making of the largest listed firms through transparent rules for selecting members of management and supervisory boards.

The amendment is to modify, among others, the Act on public offering and the conditions for introducing financial instruments to an organised trading system and on public companies, as well as the Act on the implementation of certain EU provisions on equal treatment. At the heart of the regulation is the goal that at least one third (33%) of the posts on the management and supervisory boards of large listed companies be held by persons of the under-represented sex.

2. Who the new rules will cover

The regulation does not concern all companies. According to the Ministry of Justice, the new rules will cover large listed companies that jointly:

• employ at least 250 workers, and
• achieve an annual turnover of more than EUR 50 million or have a total annual balance sheet exceeding EUR 43 million.

Micro, small and medium-sized enterprises (SMEs) will remain outside the scope of the regulation. Media estimates suggest that the rules will affect about 200 entities — this figure should be treated as approximate and verified in the regulatory impact assessment attached to the bill.

3. Key obligations of companies and possible courses of action

The bill imposes several interrelated obligations on the companies it covers. Below we discuss them together with possible ways of adapting — the final shape depends on the wording of the act passed by the Sejm and the Senate.

Target share of the under-represented sex

A company must aim for at least a 33% share of the under-represented sex on its bodies. In practice this means two main routes: gradually filling the composition through the natural rotation of terms, or actively planning succession and building a candidate list in advance so that the target is reached without disruption to the staffing of the bodies.

Transparent and non-discriminatory selection procedures

Companies are to apply clear and neutral criteria for selecting candidates. Where two or more candidates have comparable qualifications, priority goes to the person of the under-represented sex — unless objective criteria favour the candidate of the opposite sex. This solution requires documenting the recruitment process so that, in the event of a dispute, the company can demonstrate the objectivity of its decision.

Gender-balance policy and reporting

The general meeting of shareholders will have to adopt — by resolution — a gender-balance policy, and the management board will have to draw up and publish each year a report on the participation of women and men in the bodies and on the measures taken. As an option, companies may integrate this reporting into their existing non-financial/ESG reporting or keep it as a separate document.

4. Risk assessment and legislative status

As at the date of publication of this material, we are dealing with a bill — a document adopted by the Council of Ministers on 9 June 2026 which, before entering into force, must still pass through the parliamentary process (Sejm, Senate) and be signed by the President. This means that the detailed solutions, thresholds and sanctions may still change. The act is to enter into force 14 days after its publication in the Journal of Laws. The adaptation deadlines and any transitional periods should be verified in the final text of the act.

The main practical risks are: financial penalties of up to PLN 500,000, compensation claims from passed-over candidates and reputational risk in the event of missing required reporting. We recommend that companies potentially covered by the regulation analyse the composition of their bodies and their nomination procedures now, and that foreigners sitting on, or standing for, governing bodies consult their status and documentation with a lawyer. Given the stage of the legislative work, every decision should be based on the current wording of the bill and, ultimately, of the enacted act.