New gender balance targets for Irish listed companies

On 28 May 2025, the Minister for Children, Disability and Equality (the Minister) published the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 (the Regulations). The Regulations transpose the EU’s Gender Balance on Boards Directive (EU) 2022/2381 (the Directive) into national law. The Directive aims to secure more balanced gender representation on the boards of listed companies in the EU by introducing gender quotas.

In-scope companies have until 30 June 2026 to satisfy these quotas. If they fail to do so, they will be required to adjust their selection and recruitment policies for board positions. Companies will also have to report annually on their performance from 30 November 2026.

Companies in scope

The Regulations apply to a “relevant listed company” that:

1. is not a micro, small or medium-sized enterprise (defined as a company with less than 250 employees and either annual turnover not exceeding €50m or an annual balance sheet total not exceeding €43m)
2. has its registered office in Ireland
3. has shares admitted to trading on an EU regulated market

The Regulations do not apply to Irish private companies or to Irish public companies with shares listed only on a junior/growth market (such as Euronext Growth) or on a non-EU market (such as in the UK or the US).

Objectives with regard to gender balance on boards

Ireland has chosen to apply the objective of 40% representation by the underrepresented sex among the non-executive directors of relevant listed companies by 30 June 2026 (the 40% objective).

However, in relation to their executive directors, relevant listed companies must:

• set individual quantitative objectives with a view to improving the gender balance among executive directors
• specify, in writing, the steps the company has taken, or is taking, to achieve its individual objectives by 30 June 2026
• publish the above information on their company websites by 30 November 2026

40% objective not reached by 30 June 2026

Where a company (an “applicable listed company”) has not achieved the 40% objective by 30 June 2026, the Regulations require the company to adjust its processes for selecting candidates for non-executive director positions by:

• establishing “clear, neutrally formulated and unambiguous criteria in writing” in advance of the selection process
• selecting candidates on the basis of a “comparative assessment of the qualifications of each candidate”
• applying the selection criteria in a “non-discriminatory manner throughout the entire selection process”

The applicable listed company must document, in writing, its compliance with the above in each reporting period (starting with the period 1 July 2026 to 29 November 2026) and report this to the Minister. Additionally, where shareholders or employees vote for the appointment of a non-executive director, the company must write to its shareholders in advance of the appointment to inform them of the measures provided for in the Regulations, including the consequences of non-compliance. A copy of this information must be furnished to the Minister before 30 November in each reporting year (starting in 2026).

Priority to the underrepresented sex

In choosing between candidates for non-executive director positions who are equally qualified in terms of “suitability, competence and professional performance”, applicable listed companies must give priority to candidates of the underrepresented sex. An unsuccessful candidate is entitled, on request, to receive information from the company relating to the selection process.

The priority afforded to the underrepresented sex should only be overridden in “exceptional cases” where “reasons of greater legal weight”, such as the pursuit of other diversity policies, are invoked. Such a decision should be objective and based on “non-discriminatory criteria”.

In potential future litigation, where an unsuccessful candidate establishes facts from which it may be presumed that they were as equally qualified as the successful candidate of the other sex, the onus will be on the company to prove that it did not breach the requirements surrounding the priority.

The applicable listed company must document, in writing, its compliance with the obligation to prioritise the underrepresented sex in each reporting period (the first being 1 July 2026 to 29 November 2026) and also provide this information to the Minister. Where the candidate of the underrepresented sex is not given priority, the company must provide the Minister with a list of the reasons of greater legal weight applied to the decision.

Annual reporting

Beginning in 2026, all in-scope companies must report annually, by 30 November:

• the gender representation of their boards, distinguishing between executive and non-executive directors (uploaded to a website designated by the Minister)
• the measures taken with a view to achieving the 40% objective for non-executive directors and the individual quantitative objectives for executive directors (provided in “such form and manner as the Minister may specify”)
• the reasons why the company has not achieved, by 30 June 2026, the 40% objective and/or its individual objectives for executives, and give a “comprehensive description” of the measures it has taken, or intends to take, to achieve the objective (provided in “such form and manner as the Minister may specify”)

All of the above information must also be published on the company’s website and included in the company’s next corporate governance statement. A copy of the corporate governance statement must be submitted to the Minister.

Non-compliance

The Regulations do not impose monetary penalties on companies that fall short of the objectives or fail to comply with the Regulations. However, where a company fails to comply with any of the documentation, publication or reporting obligations under the Regulations, its name will be published annually (from 1 December 2027) on a website chosen by the Minister.

For further information on these requirements, please contact Jill Shaw, Anne O’Neill or any member of ALG’s Corporate Advisory team.

Date published: 2 July 2025