Irish companies required to comply with new EU gender balance regulations by 2026

Companies must take notice: the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 have now been implemented into Irish law.

These regulations impose strict new gender balance requirements for boards of listed companies, in line with Directive (EU) 2022/238. This means that affected employers will be legally required to review and, if necessary, change their board composition, recruitment practices and procedures in order to comply.

Failure to meet these new obligations could result in regulatory penalties and public disclosure of non-compliance. Irish listed companies should begin preparing now to ensure compliance by the key deadline of 30 June 2026, at which point formal gender representation targets must be achieved and regular reporting requirements will come into effect. Proactive assessment and timely action are essential to minimise legal risk and reputational impact.

What to know about the Directive (EU) 2022 / 238

The Directive (EU) 2022 / 238 (the Directive) was initially signed by the European Parliament and the European Council in 2022 with the purpose of accelerating the progress of gender balance among directors of listed companies. The Directive addresses issues concerning the under-representation of women throughout companies in the European Union (EU). It ensures that there is an equal balance between men and women regarding decision-making powers.

The Directive states that by 30 June 2026, EU member states must ensure that listed companies achieve one of the following:

• at least 40% of non-executive director positions are to be held by members of the under-represented sex

• at least 33% of all director positions, whether it be executive or non-executive, are to be held by the under-represented sex

The Directive has also established that member states must implement proportionate penalties if companies infringe the obligation put on them. These penalties should only be imposed for actions that are attributable to the company.

Gender balance regulations in Ireland 

The Directive was transposed in Ireland by the Minister for Children, Disability and Equality via the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 (the Regulations) with the aim of providing a comprehensive legal framework to promote gender diversity at board level in Irish listed companies. These Regulations apply to companies that are registered in Ireland and the shares of the company are admitted to trading on a regulated market in at least one EU member state. It does not apply to a micro, small and medium-sized enterprise (SME) or unlisted companies.

Ireland has set a target of achieving at least 40% female non-executive directors on boards of listed Irish companies by 30 June 2026, which would fulfil one of the obligations set by the Directive. The Regulations also state that companies must document and outline their objectives and procedures on how this target is to be achieved.

Achieving the set objectives

Listed companies shall adjust their processes for selecting candidates for appointment or election as non-executive directors. Candidates should be elected based on a comparative assessment of the qualifications for each candidate. Listed companies will have to apply a clear and unambiguous written criteria in their candidate selection for non-executive director positions. 

However, the Regulations also state that where candidates are of equal standing with reference to their qualifications, suitability, competence and professional performance, priority must be given to the underrepresented sex. This is unless the company can prove that there is a significant overriding reason, such as relating to other diversity policies. This obligation must be invoked within the context of an objective assessment, considering the specific situation of a candidate of the other sex and based on non-discriminatory criteria.

This area of the legislation is based on section 38 of the Directive which states that: "… priority can in certain cases be given to the underrepresented sex in selection for employment or promotion, provided that the candidate of the underrepresented sex is equally qualified as compared with the competitor of the other sex in terms of suitability, competence and professional performance, that the priority is not automatic and unconditional but can be overridden if reasons specific to an individual candidate of the other sex tilt the balance in that candidate’s favour, and that the application of each candidate is the subject of an objective assessment which specifically applies all the selection criteria to the individual candidates."

The Regulation also relies on precedence, such as the judgment of the Court of Justice of 11 November 1997, Marschall v Land Nordrhein-Westfalen, C-409/95. This case emphasised that positive action measures to promote women where they are underrepresented are acceptable in EU law, if the promotion is not automatic and does not rule our individual assessment. There must be consideration for each candidate's merits.

From 2026 onwards, Irish listed companies will be required to report the following information to the Minister no later than 30 November of each year:

• provide a document in writing on information concerning the gender representation on the board that distinguishes between executive and non-executive directors. This must be submitted electronically to a website that the Minister may specify 
• provide the Minister with information on the measures the company has taken to meet gender balance objectives and any reasons as to why the company did not achieve such objectives
• publish the above information in points one and two in such a form the Minister may specify

From December 2027, the Minister may publish on an online platform the names of companies that fail to comply with the obligations set out in the Regulations.

Conclusion

The Regulations will be in place until 31 December 2038 when they shall cease. In 2038, the European Commission will assess if there is a need to extend or amend the Directive. The European Commission hopes that by 2038, listed companies will achieve the necessary gender balance on their boards and the legislation will no longer be required.

How Ogier can help

If you need advice on how to meet the required objectives set out by the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025, please contact our Dublin-based Employment team via the contact details below.

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.

Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice