Women on Boards: A European Proposal

Abstract

This paper analyses the Proposal for a Directive on improving the gender balance on boards of directors of listed companies, approved by the European Commission on 14 November 2012. After briefly exposing the reasons of the Commission to foster gender balance and the background of the Proposal, the legal basis is examined, as well as the respect of the principles of subsidiarity and proportionality. Surprisingly, there is no reference to the freedom of establishment, which is the legal basis of the European Company Law. Then, the research focuses on the field of application, which is very limited, and afterwards the obligations imposed on listed companies through the Member States. They are not forced to select women as non-executive directors but only to use pre-established, clear, neutrally worded and unambiguous criterion. Despite the principle of proportionality, the Proposal sets also obligations regarding executive directors. Nonetheless, they are too abstract. After considering the obligations of disclosure and fostering gender balance, the research focus on the sanctions, whose realization is left to the Member States. Then I analyse the entry into force, the duration and the possibility of revision of the Directive. The paper ends with the conclusions and the bibliography.