Improving the Gender Balance Among Directors of Listed Companies in the EU

IF 1.3 Q1 LAW European Company and Financial Law Review Pub Date : 2023-02-01 DOI:10.1515/ecfr-2023-0002

Hanne Søndergaard Birkmose

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Abstract

Abstract 166In November 2022 the Council and the European Parliament adopted Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies and related measures. Thus, by 30 June 2026, European Member States must ensure that large, listed companies reach the Directive’s gender balance objectives. Gender balance is achieved when members of the underrepresented sex hold at least 40% of non-executive director positions or members of the underrepresented sex hold at least 33% of all director positions, including both executive and non-executive directors. To achieve gender balance Member States must set up a procedure for selecting candidates for appointment or election to director positions. Although the article finds that quotas are the best model to bring about a real improve to gender balance on company boards, it questions whether the model, the Commission has chosen will achieve the objective of the Directive. However, the article also finds that it is likely to have a positive effect in the Member States that has been lagging behind. Moreover, the article criticizes that the Directive does not openly address the company law implications of the established procedure, and finds that the application of principles of equal treatment in top-management positions place the Directive in an unclear position between employment matters and company law.167

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改善欧盟上市公司董事的性别平衡

摘要1662022年11月，理事会和欧洲议会通过了关于改善上市公司董事性别平衡的第2022/2381号指令和相关措施。因此，到2026年6月30日，欧洲成员国必须确保大型上市公司达到该指令的性别平衡目标。当代表性不足的性别成员担任至少40%的非执行董事职位，或代表性不足性别成员担任包括执行董事和非执行董事在内的至少33%的所有董事职位时，即可实现性别平衡。为了实现性别平衡，会员国必须制定一个程序来选择任命或选举主任职位的候选人。尽管该文章认为配额是真正改善公司董事会性别平衡的最佳模式，但它质疑委员会选择的模式是否能实现该指令的目标。然而，该条款还发现，它可能会对一直落后的会员国产生积极影响。此外，文章批评该指令没有公开处理既定程序对公司法的影响，并认为在最高管理职位上应用平等待遇原则使该指令在就业问题和公司法之间处于不明确的地位。167

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.