C 433/24
EN
Official Journal of the European Union
15.11.2022
Article 2 Scope This Directive applies to listed companies.
This Directive does not apply to micro, small and medium-sized enterprises (SMEs).
Article 3 Definitions For the purposes of this Directive, the following definitions apply: (1) 'listed company' means a company which has its registered office in a Member State and whose shares are admitted to trading on a regulated market within the meaning of Article 4(1), point (21), of Directive 2014/65/EU in one or more Member States; (2) 'board' means an administrative, management or supervisory body of a listed company; (3) 'director' means a member of a board, including a member who is an employees' representative; (4) 'executive director' means a member of a unitary board who is engaged in the daily management of a listed company or, in the case of a dual board system, a member of the board which carries out the management functions of a listed company; (5) 'non-executive director' means a member of a unitary board other than an executive director or, in the case of a dual board system, a member of the board which carries out the supervisory functions of a listed company; (6) 'unitary board' means a single board that carries out both the management and supervisory functions of a listed company; (7) 'dual board system' means a system in which the management and supervisory functions of a listed company are carried out by separate boards; (8) 'micro, small and medium-sized enterprise' or 'SME' means a company which employs less than 250 persons and has an annual turnover not exceeding EUR 50 million or an annual balance sheet total not exceeding EUR 43 million, or, for an SME having its registered office in a Member State whose currency is not the euro, the equivalent amounts in the currency of that Member State.
Article 4 Applicable law The Member State competent to regulate matters covered by this Directive in respect of a given listed company shall be the Member State in which that company has its registered office.
The applicable law shall be the law of that Member State.
Article 5 Objectives with regard to gender balance on boards 1.
Member States shall ensure that listed companies are subject to either of the following objectives, to be reached by 30 June 2026: (a) members of the underrepresented sex hold at least 40 % of non-executive director positions; (b) members of the underrepresented sex hold at least 33 % of all director positions, including both executive and nonexecutive directors. 2.
Member States shall ensure that listed companies which are not subject to the objective laid down in paragraph 1, point (b), set individual quantitative objectives with a view to improving the gender balance among executive directors.
Member States shall ensure that such listed companies aim to achieve such individual quantitative objectives by 30 June 2026.