We highlight the following points from Directive (EU) 2022/2381 (the “Directive”), published in the Official Journal of the European Union (“OJEU”) on December 7:
> Legal minimum quotas: For the first time, the European Union (“EU”) has established binding minimum quotas to promote the presence of women on the boards of listed companies. By June 30, 2026, the under-represented gender must comprise at least:
- forty percent of non-executive director positions; or
- thirty-three percent of all executive and non-executive director positions.
> The legal minimum quotas apply to corporate bodies performing management functions, regardless of the corporate governance model.
> Encouraging female executive directors: Companies that do not have 33% of the under-represented gender in executive director positions must set quantitative targets for improving gender equality in director positions by June 30, 2026.
> Selection processes: New rules are introduced to guarantee impartiality and promote gender diversity in appointment and selection processes.
> Suspension regime: Provided certain conditions are met, each Member State may suspend the key measures of the Directive. In Portugal, Law 62/2017 of August 1 (“Law 62/2017”) already establishes binding thresholds, but the transposition of the Directive may require modifications to the current regulatory framework applicable in Portugal.