Poland’s largest listed companies will have to change the rules governing the appointment of management and supervisory board members. The legislation implementing the EU’s “Women on Boards” Directive was signed by the President and published in the Journal of Laws on 3 August 2026. It will enter into force on 18 August 2026. At the same time, some of its provisions will be reviewed by the Constitutional Tribunal.
The legislation will be referred to the Tribunal for ex post constitutional review. This means that the proceedings will not prevent the Act from entering into force. Unless and until particular provisions are declared unconstitutional, companies will be required to comply with them.
The new law applies to companies established in Poland with at least one share admitted to trading on a regulated market in an EU Member State. Micro, small and medium-sized enterprises are exempt. In practice, the new obligations will therefore apply to the largest listed companies, which already operate within extensive systems of supervision, reporting and corporate governance.
At Least 33% of Board Positions for the Underrepresented Sex
The primary purpose of the Act is to increase the representation of the underrepresented sex in company governing bodies. The underrepresented sex will be the one whose representatives hold no more than 49% of all positions on the management board and supervisory board.
A company will meet the gender-balance target when members of this group hold the number of positions closest to 33% of all seats across its governing bodies. At the same time, at least one representative of the underrepresented sex should sit on each body, meaning both the management board and the supervisory board.
The rules may therefore operate in favour of either women or men, depending on the current composition of the company’s governing bodies.
The legislation does not, however, require companies to appoint particular individuals automatically. Candidates must be assessed on the basis of their qualifications, experience and the requirements of the position concerned. Preference for a candidate belonging to the underrepresented sex will apply only where candidates are deemed equally qualified.
The Act also permits an exception to this rule in individual cases where objective and non-discriminatory criteria relating to another candidate’s particular circumstances justify a different appointment.
Companies Must Establish Nomination Rules
General meetings of companies covered by the Act will be required to adopt a gender-balance policy. The document must specify, among other matters, the method for selecting candidates, the rules governing their nomination, career-development programmes for women and men, and the company’s human resources management strategy.
The criteria applied in nomination procedures must be clear, neutral and established before the selection process begins. Companies will also be required to conduct a comparative assessment of the qualifications of all candidates.
An unsuccessful candidate will be entitled to request information on the criteria applied, the results of the assessment and the reasons for the decision. Where the procedure has been breached, the candidate will be entitled to compensation amounting to at least the statutory minimum wage or to damages.
Where a candidate belonging to the underrepresented sex makes a prima facie showing that they were at least as qualified as the person selected, the burden will shift to the company to demonstrate that the rules were not breached.
Reporting Requirements and KNF Supervision
Companies will be required to prepare an annual report on the representation of women and men on their management and supervisory boards. The document must also describe the measures taken to improve gender balance.
Where the required level of representation has not been achieved, the company will have to explain the reasons and describe the measures already taken or planned to meet the statutory objective.
The report will be published on the company’s website and submitted to the relevant public authority.
The first report must be filed by 31 October 2026. Responsibility for supervising compliance with the procedural and reporting requirements has been assigned to the Polish Financial Supervision Authority, or KNF.
For failing to meet these obligations, or meeting them improperly, the KNF will be able to impose a fine of up to PLN 500,000. The penalty is not directly linked to failure to achieve the 33% representation target, but primarily to breaches of candidate-selection procedures and reporting obligations.
President Raises Concerns About Possible Excessive Intervention
The President decided to sign the Act, citing the constitutional principle of equality between women and men and the need to reduce inequalities in the labour market.
At the same time, the Chancellery of the President concluded that some of the measures may disproportionately restrict the freedom to conduct business.
The concerns relate to interference with companies’ organisational autonomy, extensive procedures, reporting obligations and the potential impact of the new rules on corporate competitiveness.
The Constitutional Tribunal is expected to assess whether lawmakers have maintained an appropriate balance between the objective of increasing equality of opportunity and the constitutional protection of economic freedom.
Companies Should Begin Preparations
Despite the referral of some provisions to the Constitutional Tribunal, companies should not postpone their preparations. From 18 August, the Act will be binding law, while the first reporting deadlines will fall before the end of 2026.
Companies will need to review the composition of their governing bodies, develop nomination procedures and establish methods for documenting candidate assessments. They may also need to amend internal regulations, diversity policies and the rules governing general meetings.
The practical importance of the legislation will, however, be determined not only by whether companies achieve the 33% target, but also by how nomination processes are conducted.
The most significant change may prove to be the obligation to demonstrate that members of a company’s most important governing bodies are selected according to rules that have been established in advance and are transparent and capable of independent verification.
Source: Journal of Laws of the Republic of Poland, 2026, Item 1034.
