Wednesday, 16 September 2026
New corporate governance requirements affecting some of Poland’s largest publicly traded companies have entered into force, introducing targets for gender representation on management and supervisory boards as well as changes to board recruitment, reporting and internal policies. The Polish legislation implementing the EU’s Women on Boards Directive has applied since 18 August 2026 and covers large companies whose shares are traded on an EU regulated market and which meet specified employment and financial thresholds.
Companies within the scope of the legislation must employ at least 250 people and have annual turnover exceeding EUR 50 million or a balance sheet total above EUR 43 million. Smaller companies are excluded from the requirements. The changes could affect a range of publicly listed businesses connected with Poland’s real estate and construction sectors, depending on whether individual companies meet the size and listing criteria.
One of the central requirements concerns representation within company governing bodies. Businesses covered by the legislation are expected to work towards having the less represented gender occupy the number of positions closest to 33% of all management and supervisory board seats. Representation is also required across both types of governing body rather than being concentrated entirely within one.
The legislation also changes the procedures companies use when appointing directors and supervisory board members. Businesses covered by the rules will need to establish selection criteria before recruitment begins, with candidates assessed according to clearly defined and non-discriminatory requirements. Where two candidates have equivalent qualifications, preference is generally to be given to the candidate belonging to the gender that is less represented within the company’s governing bodies.
This places greater importance on documenting how board candidates are assessed and how final appointment decisions are reached. Companies may therefore need to review existing nomination procedures and establish clearer records demonstrating that appointments have been conducted according to the new requirements.
Affected companies will also have to introduce a formal policy addressing gender representation. This is expected to cover areas including career development, the process for identifying potential board candidates and relevant aspects of human resources planning. The policy must also be made publicly available through the company’s website.
The requirements consequently extend beyond the final composition of management and supervisory boards. Companies may need to review succession planning, nomination procedures, internal governance documents and the records used to demonstrate how board appointments were made.
Regular disclosure will form another part of the new framework. Companies will have to provide information about the representation of women and men within their governing bodies and describe measures being taken to achieve the required balance.
Poland’s Financial Supervision Authority, KNF, will oversee certain elements of compliance. Financial penalties of up to PLN 500,000 may be imposed for specified breaches of the requirements. Candidates participating in board selection procedures will also receive additional protections and, depending on the circumstances, may be able to pursue claims where appointment procedures did not comply with the new selection rules.
For large listed companies, the immediate impact is therefore likely to be felt as much in corporate governance procedures as in the eventual composition of their boards. Businesses will need to establish whether they fall within the legislation, assess their existing management and supervisory structures and determine whether nomination and succession procedures meet the new standards.
For Poland’s publicly traded real estate and construction companies that meet the thresholds, the changes add another layer of governance requirements at a time when investors are placing increasing attention on the composition, independence and oversight of corporate boards.
Source: CMS
