Greater gender diversity on supervisory and administrative boards will be more firmly enshrined in law for listed companies in the future. With the new Corporate Management Positions Act (GesLeiPoG), Austria is transposing EU Directive 2022/2381 (the so-called ‘Women on Boards’ Directive) into national law. The aim of the new regulations is to achieve a more balanced representation of women and men in top management and supervisory bodies across Europe.

For listed Austrian stock companies (AGs) and Austrian European Companies (SEs), the new 40% minimum quota for supervisory and administrative boards must be strictly applied to any elections and appointments taking place after December 31, 2026

Who is affected by the new regulations: 

A statutory gender quota has already been in place in Austria for companies employing more than 1,000 employees, regardless of whether they are listed on the stock exchange. The previous minimum quota of 30% on supervisory boards remains unchanged for unlisted companies.
New regulations apply to the gender quota for all listed companies. The stricter requirements apply to all listed companies with the legal form of a stock company (Aktiengesellschaft) or a European Company (Europäische Gesellschaft). They apply regardless of the company’s size and thus also to small and medium-sized companies as well as micro-companies.

The 40% quota for supervisory boards and administrative boards

In the future, the supervisory board (Aufsichtraret) of a listed joint-stock company or the administrative board (Verwaltungsrat) of a listed European Company must strictly consist of at least 40% women and at least 40% men. As exact percentages cannot always be achieved in practice, the law provides for a special rounding rule: the number of people closest to the 40% share applies, provided that the 49% limit is not exceeded. In a three-member supervisory board, therefore, at least one person must belong to the under-represented gender. This means that, in principle, both genders are represented on supervisory boards with three or more members. For illustrative purposes, the annex to the directive contains a table showing the required minimum numbers. 

Impact on employee representatives and the management board 

The law also contains provisions regarding the appointment of employee representatives to the supervisory board of listed companies. Accordingly, the employee representatives to be appointed to the supervisory board must in future consist of at least 40% women and at least 40% men. As exact percentages cannot always be achieved in practice, the law provides for a special rounding rule: the number of people closest to the 40% share applies, provided that the 49% limit is not exceeded. In a three-member supervisory board, therefore, at least one person must belong to the underrepresented sex. This means that, in principle, both sexes are represented on supervisory boards with three or more members. For illustrative purposes, the annex to the directive contains a table showing the required minimum numbers.
The law does not stipulate a rigid quota for the management board or the executive directors. However, the supervisory board may, on a voluntary basis, set individual quantitative objectives to promote a more balanced gender distribution within this body as well. These individual objectives are intended to help companies achieve significant progress compared to their current situation. However, the supervisory board is under no legal obligation to set these objectives or to comply with them.

Sanctions for breaches: The “empty chair” 

Compliance with the quota is mandatory. If the requirements are breached, the election by the general meeting or the designation of the supervisory board member in question is null and void. This corresponds to the sanction regarding the already existing 30% quota. This leads to the so-called “empty chair” – the relevant seat on the supervisory board remains vacant and the incorrectly appointed member cannot lawfully exercise their mandate.

When do the new requirements come into force? 

The law comes into force on June 30, 2026. According to the published version, the new rules for supervisory and administrative boards apply to elections and designations taking place after December 31, 2026. Existing supervisory and administrative board mandates remain unaffected by the new regulations. Members who have already been elected or designated may therefore remain on the supervisory board or administrative board until the end of their term of office. 
Particular caution is required in the case of substitute members: if a substitute member who was elected or designated before January 1, 2027 only actually joins the supervisory board or administrative board after this date, the minimum quota must, in principle, be complied with. However, this does not apply if this substitute member was originally intended solely to replace a specific member should they step down.

Corporate Governance Report

In parallel with the new quota regulations, the information provided in the Corporate Governance Report will also be expanded. Listed and capital market-oriented companies were already required to set out the measures they have taken to promote women on the executive board, the supervisory board and in senior positions. In future, listed companies must also report on progress towards a more balanced representation of women and men in their governing bodies. This additional information must be included for the first time in corporate governance reports for financial years beginning after June 29,  2026.

Recommendations for practice 

•    Listed companies should identify at an early stage which elections, designations or replacements of substitute members are due to take place after December 31, 2026. In doing so, they should check whether the new 40% quota is met, taking into account the statutory rounding rule.

•    Selection and succession processes should be transparent, traceable and documented based on clear, objective criteria. This enables companies to ensure that future appointments are planned in good time and organised objectively.

•    Furthermore, listed companies should keep an eye on the extended reporting requirements in the corporate governance report. The additional disclosures must be prepared for the first time for financial years beginning after June 29, 2026.