Application 

The Regulations apply to “relevant listed companies”, which are companies that are subject to the following criteria:

• employ more than 250 persons; and
• have an annual turnover exceeding €50,000,000 or an annual balance sheet total exceeding €43 million; and
• have a registered office in Ireland; and
• have shares traded on a regulated market in an EU Member State.  
  

Micro, small and medium-sized companies (or SMEs) are excluded from the scope of the Regulations, as are Irish registered listed companies, which are only listed on non-EEA exchanges, such as the London Stock Exchange.

Key Obligations 

The Regulations require the in-scope companies to have at least 40% of non-executive directors from the ‘underrepresented sex’. The phrase “underrepresented sex” is not actually defined in the Directive or the Regulations. However, the preamble (introductory text) to the Directive, which sets outs the objectives of the Directive, discusses the aim of promoting equal representation of women in leadership roles and directly refers to the “under-representation of women on boards”.

The Regulations also require the recruitment of non-executive directors to follow objective and transparent criteria.  In tie-break situations where candidates are equally qualified, preference should go to the underrepresented sex unless strong legal reasons justify otherwise.  Unsuccessful candidates may make a written request for details of the selection criteria, and shareholders and employees must also be informed about selection decisions.

In the preamble of the Directive, it also states:

The objectives of having boards on which members of the underrepresented sex hold at least 40 % of non-executive director positions or at least 33 % of all director positions concern the overall gender balance among directors and do not interfere with the concrete choice of individual directors from a wide pool of male and female candidates in each individual case. In particular, this Directive does not exclude any particular candidates for director positions, nor does it impose any individual directors on listed companies or shareholders.  The decision on the appropriate directors thus remains with the listed companies and the shareholders.

Therefore, the EU has emphasised that the Directive is not overly restrictive or prescriptive in respect of which individual candidates are chosen, and this has been reflected in the implementing Regulations in Ireland.

Reporting Obligations

There are new reporting obligations.  From 30 November 2026, in-scope companies will be required to submit reports annually to the Minister for Children, Disability and Equality outlining progress on various measures.

• The gender breakdown of board members - distinguishing between executive and 
  non-executive directors.
   
  
• The measures taken to ensure the 40% non-executive director target.
   
  
• The individual quantitative objectives that have been set to improve the gender balance among the executive directors and the steps that the company has taken or is taking towards achieving these objectives.
   
  
• Efforts taken towards improving executive-level diversity.
   
  
• The reasons for failing to meet targets and the planned corrective actions along with a description of the measures taken to achieve the objectives.
  

Where companies do not meet the objective in relation to non-executive directors, the company must inform shareholders, in advance of a vote to appoint a non-executive director, of the requirements in the Regulations, including the penalties for non-compliance.  In addition to being in the report, a copy of this information must also be provided to the Minister.

These reports must be published on the company’s website, and also included in their corporate governance statement which will be submitted to the Minister.

Penalties for Non-compliance 

From 1 December 2027, companies failing to meet documentation, publication or reporting obligations will be publicly named by the Minister, i.e., those companies who are not compliant with the Regulations will be publicly named and shamed.

If the 40% target is not met, then companies must revise their selection process using documented, neutral criteria and must demonstrate compliance through annual reports starting in late 2026. 

Preference rules in candidate selection must be recorded and justified where not followed.

Ensuring Compliance

Companies should seek clarity as to whether the Regulations apply to their business.

Where the Regulations apply, organisations should ensure to take proactive steps to comply with the legal requirements and deadlines.

In-scope companies should assess their current board composition and consider policies in respect of recruiting to the board, including a succession plan that will provide suitably qualified individuals of the “underrepresented sex” in the future.  

With public accountability on the horizon, in scope companies should prepare for the comprehensive reporting obligations coming into force next year when the in-scope companies will be required to report annually onwards on their gender breakdown of executive and non-executive directors and the measures taken to reach these targets and the reasons for any failures to reach them.

This article was provided by Siobhán Lafferty, Senior Associate Solicitor, Byrne Wallace Shields LLP

Byrne Wallace Shields LLP

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