EU Gender Balance on Boards Directive

What the Directive Requires

The objective of the directive is simple: to ensure more balanced representation of women and men on company boards.

It was adopted in 2022, with a key compliance date of 30 June 2026. By then, relevant companies must meet one of two criteria:

• 40% of non-executive director positions held by the underrepresented sex
• Or 33% of all director positions, including executive and non-executive roles, held by the underrepresented sex

In most cases, the underrepresented sex will be women.

The directive also places a strong emphasis on selection and recruitment. Board appointments need to be merit-based, gender neutral and based on clear criteria. In practice, that means moving away from “who you know” and towards fairer, more transparent processes where everyone has the same chance.

Why Transparency Matters

Recent OECD research shows that, despite years of regulation and effort, significant structural barriers still exist in board appointments across many countries. One of the biggest issues is that women are often expected to demonstrate more qualifications or experience than men for the same position. Another is that board recruitment processes are still not transparent enough.

This matters because many appointments continue to happen through direct approaches and closed networks. Men are still more than twice as likely as women to be appointed to a board through a direct approach, which shows that ‘who you know’ still plays a powerful role.

This is something we’ve seen repeatedly in our work with boards. One of the comments we hear most often from men is that there “aren’t enough qualified women out there”. But research from the Institute of Directors in Ireland highlighted the problem clearly. When male directors were asked why there weren’t more women directors, they said there weren’t enough qualified women. When women directors were asked the same question, they said it was because there was still an old boys’ club.

The Institute of Directors then looked at the qualifications of its members in board positions and found that the women were, in fact, far more qualified than the men.

That points to a deeper issue. Men and women are not always being judged against the same criteria, and this becomes even more visible at senior director level. This is why the directive’s focus on transparency has the potential to be so powerful.

The Preference Rule

One of the more significant parts of the directive is the preference rule. This means that if an organisation has two candidates, one male and one female, who are equally qualified for a board position, it can choose the candidate from the underrepresented sex.

In most cases, that will mean choosing the woman.

This is sometimes misunderstood. It does not mean giving board roles to unsuitable candidates. That would be illegal in most European countries.

What it does mean is recognising that, when two candidates are genuinely equal, the underrepresented candidate brings something additional: a different perspective.

And there’s strong evidence that different perspectives are good for boards, particularly when it comes to risk mitigation.

The directive also gives unsuccessful candidates the right to ask for information about the criteria used and the comparison made. That means organisations need to be able to show how decisions were made, what evidence was used and whether the process was objective.

If a candidate from the underrepresented sex challenges a decision, the burden of proof may shift to the company. In other words, the organisation may need to prove that the selection process was fair and that the preference rule was not breached.

These are significant checks and balances.

In many ways, this is legislation designed to create culture change. It’s not just a sticking plaster: it asks organisations to look properly at the systems, habits and assumptions that shape who gets access to board roles.

What This Means Internally

For chief people officers, HR directors, board chairs and nomination committee members, the directive raises some practical internal questions, and one of the most important is how organisations talk about targets or quotas.

We’d advise against simply saying, “We want 40% women on boards.”

It’s often better to say, “We want a maximum of 60% men and at least 40% women.”

That might sound like a small change, but it can make a profound difference to how the message is received. When organisations only talk about the percentage of women they want, it can sometimes create backlash, with men assuming there is no point applying because “they only want women”. By naming both numbers, the message becomes clearer and more balanced.

The Short-Term Fix

For organisations that don’t currently have 40% women on their board, or 33% across executive and non-executive roles combined, one short-term option is to add more board seats.

This is something we saw in the UK when similar recommendations came in. Some companies created additional board seats and made a deliberate effort to attract suitable female candidates into non-executive or independent director roles.

This can be a useful short-term solution because it avoids waiting for long-tenured directors to retire. It can also bring fresh skills, new perspectives and stronger governance capability into the boardroom.

However, it’s not always simple. It takes time, and finding candidates often requires a longer and more considered process.

We often talk about needing to “pull” rather than “push” women into board roles. A woman who is one level below the board might not immediately say yes to a board opportunity. She may need time to consider her capacity, circumstances and readiness.

Search firms also need to be given enough time to develop strong shortlists of female candidates. In past research Mix conducted with two national HR magazines, one of the main blockers identified was that recruitment firms needed longer to find strong female shortlists for board-level roles.

What Boards Need to Put in Place

If you sit on a supervisory board, chair a board or are part of a nominations committee, there are some clear areas to review.

You’ll need to look at how the directive is implemented within governance and nomination committee structures.

That includes:

• Evidence that the organisation is actively seeking to improve the balance of men and women on the board
• Board succession planning
• Data and reporting preparation
• How search firms are briefed and managed
• Audit trails showing how recruitment decisions were made
• Clear documentation in case a candidate raises concerns about fairness

There is also a reputational aspect to consider. After the June 2026 deadline, there may be public or press attention on organisations that have failed to meet the gender representation requirements, particularly alongside gender pay gap reporting.

If your board is heavily dominated by one gender, especially if it is exclusively one gender, this is worth addressing now.

The Leadership Pipeline Problem

The directive is not only a board issue – it’s also a pipeline issue.

Women often drop out of the leadership pipeline gradually over the course of their careers. This starts early, particularly around the first promotion into line management.

Studies continue to show that women and men are not promoted at the same rate into those first management roles. Over time, this creates a compound effect, meaning the gap becomes bigger and bigger at each stage.

This is sometimes described as the ‘broken rung’. If women are not being supported into their first management roles, there will naturally be fewer women ready for senior leadership and board roles later.

Mid-career attrition is another major issue. Women still carry a larger share of unpaid care responsibilities in many societies, and that can affect progression into senior management and director roles.

If organisations want more board-ready women in the future, they need to support women earlier in their careers with flexibility, sponsorship and access to the right experience.

Why Sponsorship Matters

Sponsorship is not the same as mentoring. Mentoring can be useful, but sponsorship is much more active. It means someone with influence advocating for you, opening doors and making sure your name is part of important conversations.

Research continues to show that women receive less sponsorship and advocacy than men. This contributes to lower visibility, fewer opportunities and fewer appointments.

This matters because many board roles require certain kinds of experience: P&L ownership, commercial exposure, strategic responsibility, CFO-track roles or international experience, for example.

If women aren’t being given access to those opportunities earlier, it becomes harder for them to be seen as board-ready later.

The Role of Board Tenure

In some countries, board tenure is regulated. In others, it is not. Where board members remain in place for very long periods, there are naturally fewer opportunities for new people to join. Shorter tenure can create more regular rotation and more opportunities for women to take board seats.

Finland, for example, has limited board tenure to four years in some contexts, creating more opportunities for rotation. While tenure rules are not a mandatory part of the directive in the same way as representation requirements, they are still worth reviewing.

If you have influence over your company’s articles of association, this may be an opportunity to consider whether director tenure should be reduced.

What HR and People Leaders Can Do

There are practical steps HR and people leaders can take now.

1. The first is strengthening fairness in early career promotion. That means looking at the data regularly and checking whether men and women are getting equal opportunities to progress.
2. The second is formalising sponsorship. Again, this is not simply mentoring. It is about active advocacy from senior leaders.
3. The third is reviewing flexibility. Many workplaces were designed by men, for men, and they don’t always offer the flexibility that many women need or want. Flexibility also matters beyond gender. It is increasingly important for millennials and Gen Z, which means this is not just a gender issue, but a future workforce issue.
4. HR leaders can also improve transparency around board feeder pathways. People need to know what experience they need to reach board level, whether that’s P&L responsibility, international experience, commercial exposure or strategic leadership.
5. Some organisations are also creating board readiness development programmes, with a deliberate focus on gender balance among participants.
6. Talent data and predictive analytics can also help. By analysing attraction rates, promotion rates, attrition rates and representation at each level, organisations can see how long it may take to reach their goals and where specific interventions are needed.

Holding Leaders to Account

Many senior leaders and executive board members genuinely don’t know what to do about gender equality and, too often, they leave it to HR or the diversity and inclusion team. One of the most important questions – then – is how organisations hold leaders to account.

In our experience, this is where executive coaching can be powerful.

Take a recent example of a publicly listed insurance company with 13,000 employees, around 10 million customers and a turnover of £5.9 billion. The company had a target of 35% women at senior leadership level to feed the executive pipeline, but it wasn’t seeing the progress it wanted.

The issue was not a lack of intention. It was that senior leaders were not driving the change.

The solution? Executive coaching, supported by detailed data for each part of the business. Leaders were then coached to create bold action plans, identifying priorities, root causes and the specific actions needed to increase representation at each level.

Only then did the organisation begin to see real traction in the number of women progressing into senior leadership roles.

For Women Who Want to Become Non-Executive Directors

For women interested in becoming non-executive directors, one practical step is to join a women on boards organisation if one is available. These organisations can help with practical things such as creating a board CV, which is very different from a standard executive CV or resume.

It can also help to start with unpaid board roles, particularly with charities or social enterprises that have a commercial arm. These roles can provide valuable governance experience, while helping you build a clear proposition for future board opportunities.

The key is to be clear about what you bring and how that experience is relevant to the boardroom.

What next?

The EU Gender Balance on Boards Directive shouldn’t be treated only as a compliance requirement. It’s an opportunity to look at how board appointments are made, how leadership pipelines are built and how organisations create fairer access to senior decision-making.

For HR leaders, CEOs, board chairs and nomination committees, the work starts with transparency, data, succession planning and accountability. But it also requires a broader cultural shift.

If organisations want more balanced boards, they need to look not only at who sits around the board table today, but at who’s being developed, sponsored and given meaningful opportunities throughout the organisation.

At Mix, we work with organisations across Europe on leadership, culture and inclusion strategies that create practical, sustainable change.

Our work includes:

• Inclusive leadership development
• Board and leadership advisory support
• Gender equality and representation strategies
• Culture transformation programmes
• Inclusive recruitment and progression frameworks
• Leadership workshops and keynote speaking

If you’d like support reviewing your organisation’s leadership pipeline, board readiness or inclusion strategy, get in touch.