Committee on Economic and Monetary Affairs
27.9.2013
OPINION
of the Committee on Economic and Monetary Affairs
for the Committee on Legal Affairs and the Committee on Women's Rights and Gender Equality
on the proposal for a directive of the European Parliament and of the Council on improving the gender balance among non-executive directors of companies listed on stock exchanges and related measures
( COM(2012)0614 – C7‑0382/2012 – 2012/0299(COD) )
Rapporteur: Olle Schmidt
PA_Legam
SHORT JUSTIFICATION
The objective of the EU gender equality policy – to create equal access for both men and women to positions of power and influence – is a vital challenge for the Union. The Rapporteur agrees that bold legislative action is needed from the EU in order to reach this goal.
The Rapporteur therefore fully supports the Commission's objectives with the Directive on improving gender balance on the corporate boards of listed companies. However, the proposal does not go far enough, both in terms of scope and measures.
Companies in the financial sector have a higher proportion of women on their boards compared to other sectors in the EU. However, a third of the company boards in the sector completely lack female representation.
The Rapporteur supports the choice of focusing on publicly listed companies. However, the possibility of extending the scope to non-listed companies above SME threshold should be reviewed by the Commission two years after the implementation of this Directive.
Extended scope: the EU institutions and the ECB
The Rapporteur believes that the Directive should be extended to cover the EU institutions and agencies, including the European Central Bank (ECB). The complete lack of female representation in the ECB’s Executive Board, Governing Council and General Council is deeply problematic and confirms the systematic failure in the appointment procedure for top management positions within the Union. Member States have a responsibility to promote women to these top level positions.
The EU institutions must lead by example in terms of gender balance rather than confirm the stereotype of a lack thereof, both in order to set standards for the private sector, and to improve the legitimacy of the EU. The principles of this Directive should therefore be incorporated in the rules governing the internal staffing procedures of the EU institutions.
The way forward: the "comply or explain" model
The Rapporteur disagrees with the Commission's proposed binding gender target, as it is vital to avoid interfering in shareholders' ownership rights and their freedom to choose representatives on the company board. Furthermore, the Rapporteur strongly doubts the Commission's expected "spill-over effects" from increased female representation among non-executive directors to executive and senior management positions.
The lack of supporting empirical research as well as the Norwegian experience of mandatory quotas among board directors exposes the fallacy of this line of reasoning. Firm quotas do not fundamentally change the gender imbalance situation.
Instead, the Rapporteur would like to underline the importance of directing attention to increasing the number of women at all management levels, in order to achieve a better gender representation at a later stage at executive and board positions, the "bottom-up approach".
The Rapporteur would thus like to propose a form of "comply or explain" model similar to Danish legislation whereby companies are required to set individual targets for their gender balance among both executive and non-executive directors, as well as at all management levels in the company, whilst taking into account branch and company-specific characteristics. Moreover, companies should be obliged to develop a gender policy in order to encourage active measures in favour of improving the gender balance in the company.
Companies should disclose publicly their compliance with the requirements: the gender balance status on boards and at management levels, its relation to the specified gender balance targets, the gender policy, and the measures taken or intended to take in order to reach the targets. This information shall be reported on in the Annual report and on the web-site of the companies covered by the Directive.
Merely adding a few female non-executive directors in the concerned companies is not going far enough. The "comply or explain" model however, ensures that shareholders and executives of the concerned companies reflect on the internal company policy and culture, which will to a greater extent eliminate the obstacles that women face when climbing the corporate ladder.
Companies not complying with the procedures of setting up individual target figures and a gender policy should be subject to sanctions in the form of administrative fines. However, no company should be fined for not reaching the individually set gender targets as this could discourage ambitious targets.
Increased transparency for board recruitment
The Rapporteur welcomes the Commission's initiative to encourage a formalised and more transparent appointment of corporate board directors. However, the reversed burden of proof whereby companies must prove their correct choice when faced with complaints from unsuccessful candidates is not proportionate. The potential complainants should be sufficiently protected by the company’s obligation to submit the criteria on which the selection was made and by the applicable anti-discrimination laws.
Finally, the transparency of companies' gender policies vis-à-vis investors, potential job applicants and the general public is increased through the "comply or explain model" due to the gender balance reporting requirements proposed by the Rapporteur.
AMENDMENTS
The Committee on Economic and Monetary Affairs calls on the Committee on Legal Affairs and the Committee on Women's Rights and Gender Equality, as the committees responsible, to incorporate the following amendments in their report:
Amendment 1
Proposal for a directive
Recital 4
| |
Text proposed by the Commission | Amendment |
(4) In recent years the European Commission has presented several reports taking stock of the situation concerning gender diversity in economic decision-making. The Commission has encouraged publicly listed companies in the European Union to increase the number of women on their boards by self-regulatory measures and to make concrete voluntary commitments in that regard. In its Women's Charter of 5 March 2010, the European Commission underlined that women still do not have full access to the sharing of power and decision-making in political and economic life and reaffirmed its commitment to use its powers to promote a fairer representation of women and men in positions of responsibility. Improving the gender balance in decision-making was defined by the Commission's strategy for equality between women and men 2010-2015 as one of its priority tasks. | (4) In recent years the European Commission has presented several reports taking stock of the situation concerning gender diversity in economic decision-making. The Commission has encouraged publicly listed companies in the European Union to increase the number of the under- represented sex on their boards by self-regulatory measures and to make concrete voluntary commitments in that regard. In its Women's Charter of 5 March 2010, the European Commission underlined that women still do not have full access to the sharing of power and decision-making in political and economic life and reaffirmed its commitment to use its powers to promote a fairer representation of women and men in positions of responsibility. Improving the gender balance in decision-making was defined by the Commission's strategy for equality between women and men 2010-2015 as one of its priority tasks. |
Amendment 2
Proposal for a directive
Recital 6 a (new)
| |
Text proposed by the Commission | Amendment |
| (6a) The EU institutions and agencies should lead by example by improving gender balance. The principles laid down in this Directive should be incorporated into the rules governing the internal staffing procedures of the European Commission, the European Parliament, and all EU-institutions and agencies, including the European Central Bank. More efficient gender policies must be developed in all EU institutions to impact on recruitment to, training in, and the everyday functioning of the different EU institutions. For that purpose the institutions shall ensure that gender balance is achieved in the recruitment of senior management, including Director-Generals, Directors and Heads of Unit. |
Amendment 3
Proposal for a directive
Recital 6 b (new)
| |
Text proposed by the Commission | Amendment |
| (6b) Owing to their high visibility, the institutions and agencies of the EU should set an example by putting in place, policies for a better gender balance. To enhance representativeness, particular attention needs to be given to recruitment policies for senior positions. Lists of candidates respecting gender equality should be put forward for each senior management post. Starting by 31 December 2018 at the latest the EU institutions and agencies should publish an annual report setting out their efforts to that end. |
Amendment 4
Proposal for a directive
Recital 6 c (new)
| |
Text proposed by the Commission | Amendment |
| (6c) It is essential that the management of the Commission, the EU's executive body, improves its gender balance to represent better the European citizens. Member States are therefore called upon to nominate both male and female candidates for each position in the college of the Commissioners in order to achieve a gender balance in the Commission college. |
Amendment 5
Proposal for a directive
Recital 6 d (new)
| |
Text proposed by the Commission | Amendment |
| (6d) The European Central bank (ECB), the European System of Financial Supervision (ESFS) – including the European Systemic Risk Board (ESRB) – and the European Supervisory Authorities (ESAs) should comply with all aspects of equality and non-discrimination on the basis of gender. The Boards of Supervisors of the ESAs should also be encouraged to present a gender-balanced list of candidates for the positions of Chairmen and Executive Directors at the relevant hearing in the European Parliament. The final selection of these positions should be gender balanced. It is also important that the Steering Committee and Advisory Committees of the ESRB are gender balanced. |
Amendment 6
Proposal for a directive
Recital 6 e (new)
| |
Text proposed by the Commission | Amendment |
| (6e) The supervisory board of the European Central Bank (ECB), including the roles of Chair and Vice Chair, should be balanced from a gender perspective. Whenever a vacancy arises on ECB Executive Board those Member States that have adopted the euro as a currency should be encouraged to nominate two candidates, a male and a female, for the vacant position. The Member States should also be encouraged to appoint women as governors of the national central banks (NCBs) in order to achieve a gender balance in the Governing Council and the General Council of the ECB and on the General Board of the ESRB. |
Amendment 7
Proposal for a directive
Recital 7
| |
Text proposed by the Commission | Amendment |
(7) The efficient use of human capital is the most important determinant of an economy's competitiveness and is key to addressing the EU's demographic challenges, to competing successfully in a globalised economy and to ensuring a comparative advantage vis-à-vis third countries. The pool of highly trained and qualified women is constantly growing as evidenced by the fact that 60 per cent of university graduates are female. A continued failure to draw on this pool in appointments to economic decision-making positions would amount to a failure to fully exploit skilled human capital. | (7) The efficient use of human capital is the most important determinant of an economy's competitiveness, development and growth and is key to addressing the EU's demographic challenges, to competing successfully in a globalised economy and to ensuring a comparative advantage vis-à-vis third countries. The pool of highly trained and qualified women is constantly growing as evidenced by the fact that 60 per cent of university graduates are female. A continued failure to draw on this pool in companies' management positions and decision-making positions would amount to a failure to fully exploit skilled human capital. |
Amendment 8
Proposal for a directive
Recital 7 a (new)
| |
Text proposed by the Commission | Amendment |
| (7a) The attainment of gender equality in society as a whole entails the establishment of equal academic and professional rights for men and women, as well as of shared family, child-care and household responsibilities. The fact that women are typically responsible for the large majority of family and household chores may hinder their advancement to top professional positions. Active participation and involvement of men in family responsibilities is crucial for the attainment of a work-life balance and for the creation of equal career opportunities for both men and women. Attention should be paid to tackling gender stereotypes, inflexible and out-dated employment policies and inadequate parental-leave provisions. Provisions should be in place for women and men to combine family and work life should they wish. Member States are encouraged to ensure the implementation of welfare elements such as fair parental-leave allowances for both women and men, extensive provisions for child- care and opportunities for shared parental leave. |
Amendment 9
Proposal for a directive
Recital 8
| |
Text proposed by the Commission | Amendment |
(8) At company level, it is widely acknowledged that the presence of women on boards improves corporate governance, because team performance and the quality of decision-making are enhanced due to a more diverse and collective mind-set incorporating a wider range of perspectives and therefore reaching more balanced decisions. Numerous studies have also shown that there is a positive relationship between gender diversity at top management level and a company's financial performance and profitability. Enhancing female representation on the boards of publicly listed companies in the Union can therefore have a positive impact on the performance of companies concerned. | (8) At company level, it is widely acknowledged that the presence of women on boards improves corporate governance, because team performance and the quality of decision-making are enhanced due to a more diverse and collective mind-set incorporating a wider range of perspectives as well as a more proactive business model and therefore reaching more balanced decisions. Numerous studies have also shown that there is a positive relationship between gender diversity at top management level and a company's financial performance and profitability. Enhancing female representation on the boards of publicly listed companies in the Union given their significant economic and social responsibility can therefore have a positive impact on the performance of companies concerned and sustainable economic development. |
Amendment 10
Proposal for a directive
Recital 9
| |
Text proposed by the Commission | Amendment |
(9) Existing evidence also shows that labour market equality can improve economic growth substantially. Enhancing female presence in the boardrooms of listed companies in the Union not only affects the women appointed to boards, but also contributes to attracting female talent to the company and ensuring a greater presence of women at all levels of management and in the workforce. Therefore, a higher share of women on company boards has a positive impact on closing both the gender employment gap and the gender pay gap. Making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector. Female under-representation in the board rooms of publicly listed companies in the EU is a missed opportunity in terms of achieving long-term sustainable growth for Member States' economies at large. | (9) Existing evidence also shows that labour market equality can improve economic growth substantially. Enhancing female presence in the boardrooms of listed companies in the Union not only affects the women appointed to boards, but also contributes to attracting female talent to the company and ensuring a greater presence and recognising the contribution of women at all levels of management and in the workforce. Therefore, a higher share of women on company boards has a positive impact on closing both the gender employment gap and the gender pay gap. Making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector. Female under-representation in the board rooms of publicly listed companies in the EU is a missed opportunity in terms of achieving long-term sustainable growth for Member States' economies at large. Member States should therefore introduce measures to encourage career progression of women at all levels through positive actions such as networking and mentoring programmes. |
Amendment 11
Proposal for a directive
Recital 10
| |
Text proposed by the Commission | Amendment |
(10) Despite the existing Union legislation aimed at preventing and combating sex discrimination, the Council recommendations aimed specifically at increasing the presence of women in economic decision-making and Union-level actions encouraging self-regulation, women continue to be strongly outnumbered by men in the highest decision-making bodies of companies throughout the Union. In the private sector and especially in listed companies this gender imbalance is particularly significant and acute. The Commission's key indicator of gender representation on corporate boards shows that the proportion of women involved in top-level business decision-making remains very low. In January 2012, women occupied on average just 13.7 per cent of board seats in the largest publicly listed companies in Member States. Among non-executive directors only 15 per cent were women. | (10) Despite the existing Union legislation aimed at preventing and combating sex discrimination, the Council recommendations aimed specifically at increasing the presence of women in economic decision-making and Union-level actions encouraging self-regulation, women continue to be strongly outnumbered by men in the highest decision-making bodies of companies throughout the Union. The same is also true of some EU institutions and agencies, such as the European Central Bank, which should be setting an example by representing all citizens. It will be recalled that, during the appointment of a new member of the ECB Executive Board in late 2012, the Heads of State and Government refused to take into account the gender equality perspective, in contravention of Article 2 of the Treaty, despite the negative opinion of the European Parliament. Also in the private sector gender imbalance in decision making bodies is significant and acute. The Commission's key indicator of gender representation on corporate boards shows that the proportion of women involved in top-level business decision-making remains very low. In January 2012, women occupied on average just 13.7 per cent of board seats in the largest publicly listed companies in Member States. Among non-executive directors only 15 per cent were women. However, the provisions of this Directive do not unduly interfere with day-to-day management, since companies maintain the freedom to select candidates on the basis of quality or other relevant objective considerations. |
Amendment 12
Proposal for a directive
Recital 11
| |
Text proposed by the Commission | Amendment |
(11) The proportion of women on company boards is progressing very slowly, with an average annual increase of just 0.6 percentage points during the past years. The rate of improvement has differed in individual Member States and has led to highly divergent results. Much more significant progress was noted in the Member States where binding measures have been introduced. Growing discrepancies between Member States are likely to increase given the very different approaches pursued by individual Member States to increase the representation of females on boards that are being pursued by individual Member States. | (11) The proportion of women on company boards is progressing very slowly, with an average annual increase of just 0.6 percentage points during the past years. The rate of improvement has differed in individual Member States and has led to highly divergent results. Much more significant progress was noted in the Member States where binding measures have been introduced. However, a number of countries have reached similarly good results through voluntary mechanisms, backed up by solid welfare systems, beneficial to women's participation in the workforce. Growing discrepancies between Member States are likely to increase given the very different approaches pursued by individual Member States to increase the representation of females on boards that are being pursued by individual Member States. |
Amendment 13
Proposal for a directive
Recital 12
| |
Text proposed by the Commission | Amendment |
(12) The scattered and divergent regulation or the absence of regulation at national level as regards the gender balance on boards of listed companies does not only lead to discrepancies in the number of women among non-executive directors and different rates of improvement across Member States, but also poses barriers to the internal market by imposing divergent corporate governance requirements on European listed companies. Those differences in legal and self-regulatory requirements for the composition of corporate boards can lead to practical complications for listed companies operating across borders, notably when establishing subsidiaries or in mergers and acquisitions, as well as for candidates for board positions. | (12) The scattered and divergent regulation or the absence of regulation at national level as regards the gender balance on boards of listed companies leads to discrepancies in the number of women among non-executive directors and different rates of improvement across Member States. |
Amendment 14
Proposal for a directive
Recital 12 a (new)
| |
Text proposed by the Commission | Amendment |
| (12a) Gender imbalances within companies increase at more senior levels. Furthermore, many of the women who are represented in senior management are employed in fields such as human resources and communication while men at a senior level are more likely to be employed in general management or "line management" within the company. As the main pool for recruitment to corporate board positions is candidates with senior management experience, it is vital that the number of women advancing to such management positions within companies is increased. This is a fundamental requirement for achieving real change in the opportunities for advancement to top decision-making positions available to women. |
Amendment 15
Proposal for a directive
Recital 13
| |
Text proposed by the Commission | Amendment |
(13) The current lack of transparency of the selection procedures and qualification criteria for board positions in most Member States represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates' careers and freedom of movement, as well as investor decisions. Such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender-biased appointment decisions, thus restricting their freedom of movement within the internal market. On the other hand, investors have different investment strategies that require information linked also to the expertise and competence of the board members. More transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company's business strategy and to take informed decisions. | (13) The current lack of transparency of the selection procedures, qualification criteria and recruitment for board positions in most Member States represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates' careers as well as investor decisions. Such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender-biased appointment decisions. On the other hand, investors have different investment strategies that require information linked also to the expertise and competence of the board members. More transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company's business strategy and to take informed decisions. |
Amendment 16
Proposal for a directive
Recital 14
| |
Text proposed by the Commission | Amendment |
(14) While this Directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail, the introduction of certain minimum standards as regards the requirement for listed companies without balanced gender representation to take appointment decisions for non-executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability, competence and professional performance is necessary in order to attain gender balance among non-executives directors. Only an EU-level measure can effectively help to ensure a competitive level-playing field throughout the Union and avoid practical complications in business life. | (14) While this Directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail, the introduction of certain minimum standards for listed companies without balanced gender representation to take appointment decisions for non-executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability, competence and professional performance is necessary in order to attain gender balance among non-executives directors. An EU-level measure can effectively help to ensure a competitive level-playing field throughout the Union avoid practical complications in business life and allow companies to make full use of the opportunities the Internal Market has to offer. |
Amendment 17
Proposal for a directive
Recital 15
| |
Text proposed by the Commission | Amendment |
(15) The Europe 2020 Strategy for Smart, Sustainable and Inclusive Growth29 ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in Europe. The Strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20-64 by 2020, which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women's participation in the labour market. The current economic crisis has magnified Europe's ever-growing need to rely on knowledge, competence and innovation and to make full use of the pool of available talent. Enhancing female participation in economic decision-making, on company boards in particular, is expected to have a positive spill-over effect on female employment in the companies concerned and throughout the whole economy. | (15) The Europe 2020 Strategy for Smart, Sustainable and Inclusive Growth29 ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in Europe. The Strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20-64 by 2020, which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women's participation in the labour market. The current economic crisis has magnified Europe's ever-growing need to rely on knowledge, competence and innovation and to make full use of the pool of available talent. Enhancing female participation in economic decision-making, on company boards and at senior management level in particular, is expected to have a positive spill-over effect on female employment in the companies concerned and throughout the whole economy. |
Amendment 18
Proposal for a directive
Recital 16
| |
Text proposed by the Commission | Amendment |
(16) The Union should therefore aim to increase the presence of women on company boards, in order both to boost economic growth and the competitiveness of European companies and to achieve effective gender equality on the labour market. This aim should be pursued through minimum requirements on positive action in the form of binding measures aiming at attaining a quantitative objective for the gender composition of boards of listed companies, in the view of the fact that Member States and other countries which have chosen this or a similar method have achieved the best results in reducing the under-representation of women in economic decision-making positions. | (16) The Union should therefore aim to increase the presence of women on company boards, in order both to boost economic growth and the competitiveness of European companies and to achieve effective gender equality on the labour market. This aim should be pursued through minimum common requirements on positive action in the form of measures aiming at attaining a quantitative objective for the gender composition of boards of listed companies, |
Amendment 19
Proposal for a directive
Recital 16 a (new)
| |
Text proposed by the Commission | Amendment |
| (16a) The appointment of board members and executive and non-executive board directors should fully remain the prerogative and responsibility of the shareholders. |
Amendment 20
Proposal for a directive
Recital 16 b (new)
| |
Text proposed by the Commission | Amendment |
| (16b) Reducing individuals to representatives of different groups in society, such as men, women or ethic minorities, runs counter to the objective of providing equal opportunities for all. Every individual shall be regarded as an individual and for that reason there should be no quotas on representation imposed by law. Keeping in mind that individual commitment of companies is essential in order to change attitudes and practices toward women and men in a more comprehensive manner within companies. It also allows for companies to take broader action than merely among non-executive directors. Therefore it is necessary that all companies have a gender policy in place and should report in a transparent manner in their annual report on the gender balance at board and senior management levels. |
Amendment 21
Proposal for a directive
Recital 16 c (new)
| |
Text proposed by the Commission | Amendment |
| (16c) Member states should ensure that listed companies develop a gender policy in order to attain a more balanced gender representation throughout the company. This policy may include a description of the relevant measures implemented in that company: nominating both a female and male candidate for key positions, mentoring schemes and career development guidance for women, human resource strategies to encourage diverse recruitment. Furthermore, it may include offering flexible working conditions, for example flexible provisions for parental leave as well as providing subsidised cleaning help and child care. At the same time, these policies should involve employees' organisations, so that women at all levels of society may benefit from it. Each company may select the policies best suited to its activities and should take active measures to increase the proportion of the underrepresented gender in the management of the company. |
Amendment 22
Proposal for a directive
Recital 17
| |
Text proposed by the Commission | Amendment |
(17) Companies listed on stock exchanges enjoy a particular economic importance, visibility and impact on the market as a whole. The measures provided for in this Directive should therefore apply to listed companies, which are defined as companies incorporated in a Member State whose securities are admitted to trading on a regulated market within the meaning of Article 4(1) (14) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, in one or more Member States. These companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies. The public nature of listed companies justifies that they be regulated to a greater extent in the public interest. | (17) Companies listed on stock exchanges enjoy a particular economic importance, visibility and impact on the market as a whole. The measures provided for in this Directive should therefore apply to listed companies, which are defined as companies incorporated in a Member State whose securities are admitted to trading on a regulated market within the meaning of Article 4(1) (14) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, in one or more Member States. These companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies. The public nature of listed companies justifies that they be adequately regulated in the public interest. |
Amendment 23
Proposal for a directive
Recital 17 a (new)
| |
Text proposed by the Commission | Amendment |
| (17a) Non-listed companies also play a major role in the economy. In principle, they should therefore be included in the scope of this Directive. However, since the gender situation in these companies is not generally well-known and since particular provisions might be needed in order to reflect their specificities and varying nature within and across Member States, the inclusion should not be made until at a later stage. The Commission could present a proposal to that effect after having carried out a thorough investigation into all relevant aspects. |
Amendment 24
Proposal for a directive
Recital 18
| |
Text proposed by the Commission | Amendment |
(18) This Directive should not apply to micro, small and medium-sized enterprises (SMEs), as defined by Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises, even if they are listed companies. | (18) This Directive should not apply to micro, small and medium-sized enterprises (SMEs), as defined by Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises. This SME exemption should be applicable to listed companies and potentially, following a future Commission proposal, may be applied to non-listed companies. |
Amendment 25
Proposal for a directive
Recital 21
| |
Text proposed by the Commission | Amendment |
(21) In several Member States, a certain proportion of the non-executive directors can or must be appointed or elected by the company's workforce and/or organisations of workers pursuant to national law or practice. The quantitative objectives provided for in this Directive should apply to all non-executive directors including employee representatives. However, the practical procedures for ensuring that those objectives are attained, taking into account the fact that some non-executive Directors are employee representatives, should be defined by the Member States concerned. | (21) In several Member States, a certain proportion of the non-executive directors can or must be appointed or elected by the company's workforce and/or organisations of workers pursuant to national law or practice. The quantitative objectives provided for in this Directive should apply to all non-executive directors including employee representatives. However, the practical procedures for ensuring that those objectives are attained, taking into account the fact that some non-executive Directors are employee representatives, should be defined by the Member States concerned on the basis of careful and extensive consultations with social partners at the national level. It is also important that employee organisations are involved in the development and implementation of gender policies in the company. Employee representation on the boards of listed companies is also a positive way of enhancing diversity by including key perspectives and genuine knowledge of the internal workings of the company. |
Amendment 26
Proposal for a directive
Recital 22
| |
Text proposed by the Commission | Amendment |
(22) Listed companies in the Union should be imposed obligations of means providing for appropriate procedures with a view of meeting specific objectives regarding the gender composition of their boards. Those listed companies in whose boards members of the under-represented sex hold less than 40 per cent of non-executive director positions should make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020. Therefore, the Directive establishes the objective of at least 40 per cent of non-executive directors of the under-represented sex by that date. This objective in principle only concerns the overall gender diversity among the non-executive directors and does not interfere with the concrete choice of individual directors from a wide pool of male and female candidates in each individual case. In particular, it does not exclude any particular candidates for director positions, nor does it impose any individual directors on companies or shareholders. The decision on the appropriate board members thus remains with the companies and shareholders. | (22) Listed companies in the Union should be obliged to implement appropriate and efficient procedures with a view of meeting specific objectives regarding the gender composition of their boards. Those listed companies in whose boards members of the under-represented sex hold less than 40 per cent of non-executive director positions should make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020. Listed companies could for example consider putting in place training programmes and mentoring programmes for the under-represented sex as one tool to achieve gender balance if there is a clear gender gap in the company's selection pool for recruitment to board positions. Therefore, the Directive establishes the objective of at least 40 per cent of non-executive directors of the under-represented sex by that date. This objective in principle only concerns the overall gender diversity among the non-executive directors and does not interfere with the concrete choice of individual directors from a wide pool of male and female candidates in each individual case. In particular, it does not exclude any particular candidates for director positions, nor does it impose any individual directors on companies or shareholders. The decision on the appropriate board members thus remains with the companies and shareholders. |
Amendment 27
Proposal for a directive
Recital 22 a (new)
| |
Text proposed by the Commission | Amendment |
| (22a) In order to include a broader set of perspectives and experiences in economic decision making, listed companies should be encouraged to take into account not just gender equality but also diversity as regards competence, age, geographical provenance, ethnicity, and educational and professional background in their recruitment policies. |
Amendment 28
Proposal for a directive
Recital 23
| |
Text proposed by the Commission | Amendment |
(23) Member States exercise a dominant influence over listed companies which are public undertakings within the meaning of Article 2(b) of Commission Directive 2006/111/EC of 16 November 2006 on the transparency of financial relations between Member States and public undertakings, as well as on financial transparency within certain undertakings. Due to that dominant influence, they have the instruments at their disposal to bring about the necessary change more rapidly. Therefore, in such companies the objective of least 40 per cent of non-executive directors of the under-represented sex should be set at an earlier date. | (23) Member States exercise a dominant influence over listed companies which are public undertakings within the meaning of Article 2(b) of Commission Directive 2006/111/EC of 16 November 2006 on the transparency of financial relations between Member States and public undertakings, as well as on financial transparency within certain undertakings. Due to that dominant influence, they have the instruments at their disposal to bring about the necessary change more rapidly. |
Amendment 29
Proposal for a directive
Recital 26
| |
Text proposed by the Commission | Amendment |
(26) In line with that case-law, Member States should ensure that the selection of the best qualified candidates for non-executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre-established, clear, neutrally formulated and unambiguous criteria. Examples of types of selection criteria that companies could apply include professional experience in managerial and/or supervisory tasks, knowledge in specific relevant areas such as finance, controlling or human resources management, leadership and communication skills and networking abilities. Priority should be given to the candidate of the under-represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability, competence and professional performance, and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex. | (26) In line with that case-law, listed companies should be encouraged to base the selection of the best qualified candidates for non-executive directors on a comparative analysis of the qualifications of each candidate on the basis of pre-established, clear, neutrally formulated and unambiguous criteria. Examples of types of selection criteria that companies could apply include professional experience in managerial and/or supervisory tasks, knowledge in specific relevant areas such as finance, controlling or human resources management, leadership and communication skills and networking abilities. Priority may be given to the candidate of the under-represented sex if that candidate is at least equally qualified. Member States should ensure that companies that do not comply with the Directive's key objectives disclose additional information on their recruitment, selection and appointment policies, and in particular explain measures they will implement to improve their gender balance in this regard. |
Amendment 30
Proposal for a directive
Recital 27
| |
Text proposed by the Commission | Amendment |
(27) The methods of recruiting and appointing directors differ from one Member State to another and from one company to another. They may involve the pre-selection of candidates to be presented to the shareholders' assembly, for example by a nomination committee, the direct appointment of directors by individual shareholders or a vote in the shareholders' assembly on individual candidates or lists of candidates. The requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned. In this respect, this Directive only establishes a minimum harmonisation of selection procedures, making it possible to apply the conditions provided for by the case-law of the Court of Justice with a view to attaining the objective of a more balanced gender representation in the boards of listed companies. | (27) The methods of recruiting, selecting and appointing directors differ from one Member State to another and from one company to another. They may involve the pre-selection of candidates to be presented to the shareholders' assembly, for example by a nomination committee, the direct appointment of directors by individual shareholders or a vote in the shareholders' assembly on individual candidates or lists of candidates. This Directive respects the diversity of selection procedures which should be based on transparency and merit, while insisting that the aim of increasing the under-represented sex's participation on boards is attained. The requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned. In this respect, this Directive allows for diversity of selection procedures, with a view to attaining the objective of a more balanced gender representation in the boards of listed companies. The provision of this Directive does not unduly interfere with day-to-day management, since companies maintain the freedom to select candidates on the basis of qualifications or other objective relevant considerations. |
Amendment 31
Proposal for a directive
Recital 28
| |
Text proposed by the Commission | Amendment |
(28) This Directive aims to improve the gender balance among directors of companies listed on stock exchanges and thus to contribute to the realisation of the principle of equal treatment between men and women, recognised as a fundamental right of the Union. Listed companies should therefore be required to disclose, upon the request of an unsuccessful candidate, not only the qualification criteria upon which the selection was based, but also the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of a candidate who is not of the under-represented sex. These limitations to the right to respect for private life with regard to the processing of personal data, recognised by the Articles 7 and 8 of the Charter, and the obligation for listed companies to supply that information, upon request, to the unsuccessful candidate, are necessary and, in conformity with the principle of proportionality, genuinely meet recognised objectives of general interest. They are therefore in line with the requirements for such limitations laid down in Article 52(1) of the Charter and with the relevant case-law of the Court of Justice. | (28) This Directive aims to improve the gender balance among directors of companies listed on stock exchanges and thus to contribute to the realisation of the principle of equal treatment between men and women, recognised as a fundamental right of the Union. Listed companies should therefore be required to disclose, where possible, upon the request of an unsuccessful candidate, not only the qualification criteria upon which the selection was based, but also the objective comparative assessment of those criteria. These limitations to the right to respect for private life with regard to the processing of personal data, recognised by the Articles 7 and 8 of the Charter, and the obligation for listed companies to supply that information, upon request, to the unsuccessful candidate, are necessary and, in conformity with the principle of proportionality, genuinely meet recognised objectives of general interest. They are therefore in line with the requirements for such limitations laid down in Article 52(1) of the Charter and with the relevant case-law of the Court of Justice. |
Amendment 32
Proposal for a directive
Recital 29
| |
Text proposed by the Commission | Amendment |
(29) Where an unsuccessful candidate of the under-represented sex establishes the presumption they were equally qualified as the appointed candidate of the other sex, the listed company should be required to demonstrate the correctness of the choice. | deleted |
Amendment 33
Proposal for a directive
Recital 30
| |
Text proposed by the Commission | Amendment |
(30) Member States should provide for effective, proportionate and dissuasive sanctions for breaches of this Directive, which could include, inter alia, administrative fines and nullity or annulment declared by a judicial body of the appointment or of the election of non-executive directors made contrary to the national provisions adopted pursuant to Article 4(1). | (30) Member States should provide for effective, proportionate and dissuasive sanctions for breaches of this Directive, which could include, inter alia, administrative fines and nullity or annulment declared by a judicial body of the appointment or of the election of non-executive directors made contrary to the national provisions adopted pursuant to Article 4(1) and publication of the decision to impose administrative fines, including information on the type and nature of the breach and the amount of the fine imposed. Sanctions shall be applied in the case of listed companies that do not comply with the foreseen procedures for the appointment or the election of non-executive directors laid down in Article 4 (1) or with the disclosure requirements as defined in Article 5 of this Directive. However, the case of companies' failure to reach the quantitative objective in article 4(1) shall not qualify as a breach of this Directive and should not trigger a sanctioning regime. |
Amendment 34
Proposal for a directive
Recital 31
| |
Text proposed by the Commission | Amendment |
(31) Since the gender composition of the workforce has a direct impact on the availability of candidates of the under-represented sex, Member States may provide that where the members of the under-represented sex make up less than 10 per cent of the workforce the company concerned should not be required to meet the objective laid down in this Directive. | deleted |
Amendment 35
Proposal for a directive
Recital 32
| |
Text proposed by the Commission | Amendment |
(32) Since listed companies should aim to increase the proportion of the under-represented sex in all decision-making positions, Member States may provide that the objective laid down in this Directive should be considered to be met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive. | (32) Since listed companies should aim to increase the proportion of the under-represented sex in all decision-making positions, Member States may provide that the objective laid down in this Directive should be considered to be met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive. Such companies shall, however, continue to set out in their annual reports and on their websites the gender balance among executive and non-executive directors, and their policies in this area, in accordance with Article 5(1), 5(1a) and 5(2) of this Directive. |
Amendment 36
Proposal for a directive
Recital 34
| |
Text proposed by the Commission | Amendment |
(34) Member States should require listed companies to provide information on the gender composition of their boards as well as information on how they managed to meet the objectives laid down in this Directive, on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors. Such information should be published and, where the company in question has not met the objective, it should include a description of the measures that it has taken so far and intends to take in the future in order to meet the objective. | (34) Member States should require listed companies to provide information on the gender composition of their boards as well as information on how they managed to meet the objectives laid down in this Directive, on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors. Such information should be published in an appropriate and easily accessible manner in the annual report and on the website and, where the company in question has not met the objective, it should include a comprehensive description of the measures that it has taken so far and intends to take in the future in order to meet the objective. Furthermore, companies that failed to comply should provide a justification on the reasons for not implementing the adequate mechanisms, and what concrete measures are to be adopted in order to efficiently guarantee that the objective of enhanced gender-balance is met. |
Amendment 37
Proposal for a directive
Recital 35
| |
Text proposed by the Commission | Amendment |
(35) Member States may have already taken measures providing for means to ensure a more balanced representation of women and men in company boards before the entry into force of this Directive. Such Member States should have an opportunity to apply those measures in place of the procedural requirements relating to appointments where they can demonstrate that the measures taken are of equivalent efficacy in order to attain the objective of a presence of the under-represented sex of at least 40 per cent among non-executive directors of listed companies at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakings. | (35) Member States may have already taken measures providing for means to ensure a more balanced representation of women and men in company boards before the entry into force of this Directive. Such Member States should have an opportunity to apply those measures in place of the procedural requirements relating to appointments where they can demonstrate that the measures taken are of equivalent efficacy in order to attain the objective of a presence of the under-represented sex of at least 40 per cent among non-executive directors of listed companies or the objective laid out in Article 4(1) at the latest by 1 January 2020 . The Commission should assess whether the Member States' measures are sufficient to achieve the desired outcome, and decide whether relevant articles of the Directive can be suspended in order to avoid interference with national measures. |
Amendment 38
Proposal for a directive
Recital 38
| |
Text proposed by the Commission | Amendment |
(38) In accordance with the principle of proportionality, as set out in that same Article, this Directive is limited to setting common objectives and principles and does not go beyond what is necessary in order to achieve those objectives. Member States are given sufficient freedom to determine how the objectives laid down in this Directive should best be achieved taking national circumstances into account, in particular rules and practices concerning recruitment for board positions. This Directive does not interfere with the possibility for companies to appoint the most qualified board members, and it grants a sufficiently long period of adaptation for all listed companies. | (38) In accordance with the principle of proportionality, as set out in that same Article, this Directive is limited to setting common objectives and principles and does not go beyond what is necessary in order to achieve those objectives. Member States are given sufficient freedom to determine how the objectives laid down in this Directive should best be achieved taking national circumstances into account, in particular rules and practices concerning recruitment for board positions. This Directive does not interfere with the possibility for companies to appoint the most qualified board members, and it grants a flexible framework and a sufficiently long period of adaptation for all listed companies. |
Amendment 39
Proposal for a directive
Recital 38 a (new)
| |
Text proposed by the Commission | Amendment |
| (38a) In order to ensure that the gender balance objectives set out in this Directive are fully implemented by the Member States and are integrated into the specific policies of the relevant companies and in order to verify the expected spill-over effects of this Directive, the Commission shall submit to the European Parliament and the Council a report. This report should also evaluate the positive and negative impacts of the potential extension of the scope of the gender balance objectives to non-listed companies and re-evaluate the need for the introduction of legally-binding targets at the EU-level. |
Amendment 40
Proposal for a directive
Recital 39
| |
Text proposed by the Commission | Amendment |
(39) In accordance with the principle of proportionality, the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards. For that reason, the Commission should regularly review the application of this Directive and report to the European Parliament and the Council. The Directive is due to expire on 31 December 2028. The Commission should assess, in its review, if there is a need to extend the duration of the Directive beyond that period. | (39) In accordance with the principle of proportionality, the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards. For that reason, the Commission should regularly review the application of this Directive and report to the European Parliament and the Council. The Directive is due to expire on 31 December 2028. The Commission should assess, in its review, if there is a need to extend the duration of the Directive beyond that period. Member States should cooperate with social partners and civil society in order to efficiently inform them on the Directive's signification, transposition and implementation. |
Amendment 41
Proposal for a directive
Article 4 – paragraph 1
| |
Text proposed by the Commission | Amendment |
1. Member States shall ensure that listed companies in whose boards members of the under-represented sex hold less than 40 per cent of the non-executive director positions make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakings. | 1. Member States shall ensure that listed companies in whose boards members of the under-represented sex hold less than 40 per cent of the non-executive director positions adjust their recruitment, selection or appointment procedures in order to ensure that the selection of the non-executive directors is based on a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020. |
Amendment 42
Proposal for a directive
Article 4 – paragraph 3
| |
Text proposed by the Commission | Amendment |
3. In order to attain the objective laid down in paragraph 1, Member States shall ensure that, in the selection of non-executive directors, priority shall be given to the candidate of the under-represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability, competence and professional performance, unless an objective assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex. | 3. In order to attain the objective laid down in paragraph 1, Member States shall ensure that, in the recruitment , selection or appointment procedures for non-executive directors priority may be given to the candidate of the under-represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability, competence and professional performance, unless an assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex. |
Amendment 43
Proposal for a directive
Article 4 – paragraph 3 a (new)
| |
Text proposed by the Commission | Amendment |
| 3a. Member States shall ensure that the requirements concerning the selection of candidates shall be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed company concerned. |
Amendment 44
Proposal for a directive
Article 4 – paragraph 4
| |
Text proposed by the Commission | Amendment |
4. Member States shall ensure that listed companies are obliged to disclose, on the request of an unsuccessful candidate, the qualification criteria upon which the selection was based, the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of a candidate of the other sex. | 4. Member States shall ensure that listed companies are obliged to disclose, on the request of an unsuccessful candidate, the qualification criteria upon which the selection was based. |
Amendment 45
Proposal for a directive
Article 4 – paragraph 6
| |
Text proposed by the Commission | Amendment |
6. Member States may provide that listed companies where the members of the under-represented sex represent less than 10 per cent of the workforce are not subject to the objective laid down in paragraph 1. | deleted |
Amendment 46
Proposal for a directive
Article 4 – paragraph 7
| |
Text proposed by the Commission | Amendment |
7. Member States may provide that the objective laid down in paragraph 1 is met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive. | 7. Member States may provide that the objective laid down in paragraph 1 is met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive. Such companies shall continue to set out in their annual reports and on their websites the gender balance among executive and non-executive directors and their commitments in this area, in accordance with Article 5(1) and 5(2) of this Directive. |
Amendment 47
Proposal for a directive
Article 5 – paragraph 1
| |
Text proposed by the Commission | Amendment |
1. Member States shall ensure that listed companies undertake individual commitments regarding gender-balanced representation of both sexes among executive directors to be achieved at the latest by 1 January 2020, or, in case of listed companies which are public undertakings, by 1 January 2018. | 1. Member States shall ensure that listed companies undertake individual commitments regarding gender-balanced representation of both sexes among executive directors to be achieved at the latest by 1 January 2020. These commitments shall aim to achieve tangible progress from the individual company's current position to ensure a balanced gender representation among executive directors. |
Amendment 48
Proposal for a directive
Article 5 – paragraph 1 a (new)
| |
Text proposed by the Commission | Amendment |
| 1a. Member States shall ensure that listed companies in which the under-represented sex holds less than a third of executive and non-executive board positions, develop a gender policy on how to increase the proportion of the under-represented gender at executive and non-executive levels in the company. |
Amendment 49
Proposal for a directive
Article 5 – paragraph 2
| |
Text proposed by the Commission | Amendment |
2. Member States shall require listed companies to provide information to the competent national authorities, once a year as from [two years after adoption], about the gender representation on their boards, distinguishing between non-executive and executive directors and about the measures taken in view of the objectives laid down in Article 4(1) and in paragraph 1 of this Article, and to publish that information in an appropriate and accessible manner on their website. | 2. Member States shall require listed companies to provide information to the competent national authorities, once a year as from [two years after adoption], about the following: |
| a) the gender representation on their boards, distinguishing between non-executive and executive directors, |
| b) presentation and analysis of the specific measures taken in view of the objectives laid down in Article 4(1) and in paragraph 1 and 1a of this Article, |
| c) the specific measures planned for the following year, |
| d) the progress with regard to the objectives laid down in Article 4(1) and paragraph 1 of this Article. |
| Listed companies shall publish that information in an appropriate and accessible manner on their website and in their annual report. |
Amendment 50
Proposal for a directive
Article 5 – paragraph 3
| |
Text proposed by the Commission | Amendment |
3. Where a listed company does not meet the objectives laid down in Article 4(1) or its own individual commitments taken pursuant to paragraph 1 of this Article, the information referred to in paragraph 2 of this Article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments. | 3. Where a listed company does not meet the objectives laid down in Article 4(1) or its own individual commitments taken pursuant to paragraph 1 and 1a of this Article the information referred to in paragraph 2 of this Article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments. |
Amendment 51
Proposal for a directive
Article 6 – paragraph 1
| |
Text proposed by the Commission | Amendment |
1. Member States shall lay down rules on sanctions applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all necessary measures to ensure that they are applied. | 1. Member States shall lay down rules on sanctions applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all necessary measures to ensure that they are applied. Member States shall report to the Commission on the sanctions that are in place to comply with the provisions of this Directive. |
Amendment 52
Proposal for a directive
Article 6 – paragraph 2 – introductory part
| |
Text proposed by the Commission | Amendment |
2. The sanctions must be effective, proportionate and dissuasive and may include the following measures: | 2. The sanctions must be effective, proportionate and dissuasive and shall include at least the following: |
Amendment 53
Proposal for a directive
Article 6 – paragraph 2 – point b a (new)
| |
Text proposed by the Commission | Amendment |
| (ba) publication of the decision to impose administrative fines, including information on the type and nature of the breach [and the amount of the fine imposed]; |
Amendment 54
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 1
| |
Text proposed by the Commission | Amendment |
3. Without prejudice to Article 4(6) and (7), Member States which before the entry into force of this Directive have already taken measures to ensure a more balanced representation of women and men among the non-executive directors of listed companies may suspend the application of the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5), provided that it can be shown that those measures enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions of listed companies by at the latest 1 January 2020, or at the latest 1 January 2018 for listed companies which are public undertakings. | 3. Without prejudice to Article 4(6) and (7), Member States which before the entry into force of this Directive have already taken measures to ensure a more balanced representation of women and men among the non-executive directors of listed companies may suspend the application of the procedural requirements contained in Article 4(1), (3) and (4) ), provided that it can be shown that those measures enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions of listed companies by at the latest 1 January 2020. |
Amendment 55
Proposal for a directive
Article 9 – paragraph 1
| |
Text proposed by the Commission | Amendment |
1. Member States shall communicate to the Commission by 1 January 2017 at the latest and every two years thereafter a report on the implementation of this Directive. These reports shall include, amongst others, comprehensive information about the measures taken with a view to attaining the objectives laid down in Article 4(1), information provided in accordance with Article 5(2) and information about individual commitments taken by listed companies pursuant to Article 5(1). | 1. Member States shall communicate to the Commission by 1 January 2017 at the latest and every two years thereafter a report on the implementation of this Directive. These reports shall include amongst others, comprehensive information about the measures taken with a view to attaining the objectives laid down in Article 4(1), information provided in accordance with Article 5 (2) and information about individual commitments taken by listed companies pursuant to Article 5(1) and 5(1a). |
Amendment 56
Proposal for a directive
Article 9 – paragraph 1 a (new)
| |
Text proposed by the Commission | Amendment |
| 1a. The Commission shall submit an evaluation report on the implementation of the requirements for listed companies referred to in Articles 4 (1) and 5(1) on the basis of the reports submitted by the Member States pursuant to paragraph 1. In addition, the Commission report shall include the gender-balance situation at board-level of non-listed companies that are above the SME threshold as defined in Article 2.The Commission shall consider making a proposal for extending the scope of this Directive to non-listed companies which are not SMEs, taking into account all relevant European and international developments and the specificities and varying nature of these companies. |
| Where the report demonstrates that the efforts of the companies have not led to a significant increase in the proportion of the underrepresented gender on the boards in listed or non-listed companies, the Commission shall consider making an appropriate legislative proposal amending the requirements laid down in this Directive in order to introduce more strict legal measures. |
Amendment 57
Proposal for a directive
Article 9 – paragraph 1 b (new)
| |
Text proposed by the Commission | Amendment |
| 1b. The Commission shall present a report on how the principles of this Directive are applied by and incorporated into the rules governing the internal staffing procedures of all EU institutions and agencies. To this end all EU institutions and agencies shall report to the Commission at the latest by 31 December 2018 and afterwards annually on their gender statistics and progress made. The Commission shall forthwith make such reports public on its website. Where appropriate this report could be accompanied by a legislative proposal extending the scope of the Directive to cover all EU institutions and agencies. |
Amendment 58
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 1
| |
Text proposed by the Commission | Amendment |
2. Member States having suspended pursuant to Article 8(3) the application of the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5) shall include information in the reports mentioned in paragraph 1 demonstrating the concrete results obtained by the national measures referred to in Article 8(3). The Commission shall then issue a specific report ascertaining whether those measures effectively enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions by 1 January 2018 for listed companies which are public undertakings, and by 1 January 2020 for listed companies which are not public undertakings. The first such report shall be issued by the Commission by 1 July 2017, and subsequent reports shall be issued within six months after notification of the respective national reports under paragraph 1. | 2. Member States having suspended pursuant to Article 8(3) the application of the procedural requirements contained in Article 4(1), (3), and (4) shall include information in the reports mentioned in paragraph 1 demonstrating the concrete results obtained by the national measures referred to in Article 8(3). The Commission shall then issue a specific report ascertaining whether those measures effectively enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions by 1 January 2020 for listed companies. The first such report shall be issued by the Commission by 1 July 2017, and subsequent reports shall be issued within six months after notification of the respective national reports under paragraph 1. |
Amendment 59
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 2
| |
Text proposed by the Commission | Amendment |
Member States in question shall ensure that listed companies, which by applying the national measures referred to in Article 8(3) have not appointed or elected members of the under-represented sex for at least 40 per cent of the non-executive director positions of their boards by 1 January 2018, where they are public undertakings, or by 1 January 2020, where they are not public undertakings, apply the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5) with effect respectively from those dates. | Member States in question shall ensure that listed companies, which by applying the national measures referred to in Article 8(3) have not appointed or elected members of the under-represented sex for at least 40 per cent of the non-executive director positions of their boards by 1 January 2020 apply the procedural requirements relating to appointments contained in Article 4(1), (3) and (4) with effect respectively from those dates. |
Amendment 60
Proposal for a directive
Article 9 – paragraph 3
| |
Text proposed by the Commission | Amendment |
3. The Commission shall review the application of this Directive and report to the European Parliament and the Council by 31 December 2021 at the latest and every two years thereafter. The Commission shall evaluate in particular whether the objectives of this Directive have been achieved. | 3. The Commission shall review the application of this Directive and submit to the European Parliament and the Council the reports referred to in paragraphs 1a and 1b by 31 December 2019 at the latest and every two years thereafter. The Commission shall evaluate in particular whether the objectives of this Directive have been achieved. |
PROCEDURE
Title | Gender balance among non-executive directors of companies listed on stock exchanges | |||
References | COM(2012)0614 – C7-0382/2012 – 2012/0299(COD) | |||
Committees responsible Date announced in plenary | JURI 22.11.2012 | FEMM 22.11.2012 |
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Opinion by Date announced in plenary | ECON 22.11.2012 | |||
Rapporteur Date appointed | Olle Schmidt 14.1.2013 | |||
Rule 51 – joint committee meetings Date announced in plenary |
17.1.2013 | |||
Discussed in committee | 24.4.2013 | 18.6.2013 |
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Date adopted | 17.9.2013 |
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Result of final vote | +: –: 0: | 39 2 6 | ||
Members present for the final vote | Marino Baldini, Jean-Paul Besset, Udo Bullmann, George Sabin Cutaş, Leonardo Domenici, Derk Jan Eppink, Diogo Feio, Markus Ferber, Elisa Ferreira, Ildikó Gáll-Pelcz, Jean-Paul Gauzès, Sven Giegold, Sylvie Goulard, Gunnar Hökmark, Syed Kamall, Othmar Karas, Wolf Klinz, Jürgen Klute, Philippe Lamberts, Astrid Lulling, Ivana Maletić, Arlene McCarthy, Marlene Mizzi, Ivari Padar, Alfredo Pallone, Anni Podimata, Antolín Sánchez Presedo, Olle Schmidt, Peter Simon, Theodor Dumitru Stolojan, Ivo Strejček, Kay Swinburne, Sampo Terho, Marianne Thyssen, Pablo Zalba Bidegain | |||
Substitute(s) present for the final vote | Pervenche Berès, Fabrizio Bertot, Herbert Dorfmann, Sari Essayah, Mojca Kleva Kekuš, Thomas Mann, Gay Mitchell, Godelieve Quisthoudt-Rowohl, Andreas Schwab, Theodoros Skylakakis, Nils Torvalds | |||
Substitute(s) under Rule 187(2) present for the final vote | Alda Sousa | |||