Women on Boards Is Now in Poland. New Obligations for Listed Companies Go Far Beyond Gender Quotas

It Is Not Just About Representation – It Is Also About New Corporate Governance Obligations

Poland has implemented the EU Women on Boards Directive, aimed at increasing the representation of women on the governing bodies of the largest listed companies. The Act was signed by the president and entered into force on August 18, 2026, even though it was simultaneously referred to the Constitutional Tribunal for an ex post constitutional review. The referral itself does not suspend the Act’s application, meaning that companies covered by the new regulations should already begin preparing for the upcoming changes.

Although public debate has focused primarily on increasing the number of women on management and supervisory boards, in practice the new legislation introduces a broader change in the way nomination processes, reporting and the documentation of corporate decisions are conducted.

Which Companies Will Be Covered by the New Regulations?

The new regulations apply to large public companies whose shares are admitted to trading on a regulated market in the European Union. Micro, small and medium-sized enterprises are excluded from the scope of the obligations, meaning that the regulations will primarily affect the largest listed issuers.

The objective of the Act is to ensure that persons belonging to the underrepresented gender hold at least approximately 33% of all positions on the company’s governing bodies and are represented both on the management board and the supervisory board.

Transparent Candidate Selection Rules

One of the most significant changes concerns the process of selecting members of company bodies. Selection criteria will have to be established before the recruitment process begins, be objective and non-discriminatory, and be based on the candidates’ qualifications.

Where candidates have comparable qualifications, priority should, as a general rule, be given to a candidate belonging to the underrepresented gender. Moreover, a candidate will be entitled to request information concerning the selection criteria applied, the comparative assessment carried out and the reasons for selecting another candidate.

This means that the nomination process should be not only merit-based, but also properly documented.

Gender Balance Policy and New Reporting Obligations

Companies will be required to adopt or appropriately update a gender balance policy setting out, among other things, the principles governing the selection of candidates, career development programmes and the company’s human resources strategy. The policy should be published on the company’s website. In addition, companies will be required to prepare and publish an annual report on the representation of women and men on their governing bodies and the measures taken to achieve the required gender balance. The first report must be submitted by 31 October 2026.

Liability for Breaches of the New Regulations

The new regulations provide for real consequences for non-compliance. Candidates who believe that the statutory rules were breached during the selection process will be entitled to pursue claims for damages or compensation before the courts. Importantly, in certain circumstances, the burden of proving that no breach of the equal treatment principle occurred will rest with the company.

Supervision over compliance with the new obligations will be exercised by the Polish Financial Supervision Authority (KNF), which may issue recommendations and, in the event of breaches, impose a financial penalty of up to PLN 500,000. A penalty may be imposed in particular for failure to comply, or improper compliance, with the requirements concerning a transparent and non-discriminatory selection process for members of company bodies, as well as for failure to prepare the required report.

Time to Prepare

The new regulations are not limited to achieving specific gender representation targets. In practice, they require companies to review and organise their corporate procedures, internal policies and nomination processes, as well as to implement new reporting obligations.

For many companies, the coming months will therefore be a period of intensive adaptation of their corporate governance frameworks to the new requirements. The sooner the process begins, the easier it will be to mitigate the legal and organisational risks associated with the entry into force of the new regulations.

Marta Strzecha-Bociąga – Attorney-at-Law

Julia Sośniak – Lawyer