With the Corporate Management Positions Act (GesleiPoG), Austrian legislators implement the requirements of “Directive (EU) 2022/2381 of 07.12.2022 to ensure balanced representation of women and men among directors of listed companies and on related measures” — “Women on Boards Directive” for short — into national law.
The GesleiPoG was adopted by the National Council on 25.03.2026 and by the Federal Council on 10.04.2026 and in the Federal Law Gazette on 23.4.20261 Announces. The Act is accompanied by amendments to the Stock Corporation Act (AktG), the SE Act (SEG) and the Labor Constitution Act (ArbVG).
We would like to inform you in advance!
The “Women on Boards Policy” is available at large listed companies applicable. The aim is to achieve equal opportunities for women and men and balanced representation of both sexes in senior positions in top management by establishing a series of procedural rules relating to the selection of candidates for appointment or election as directors based on transparency and merit.
In Austria, “directors” within the meaning of the “Women on Boards Directive” are members of the Executive Board and Supervisory Board of a public limited company or a European Stock Company (SE) with a dualistic system. In an SE with a monistic system, this includes the members of the Board of Directors and the managing directors.
The scope of the EU Directive covers large listed companies, while micro, small and medium-sized enterprises (SMEs) are excluded.
When implemented, the EU Directive gives national legislators the Voting option between two different control models:
Either a Minimum rate of 40% for the underrepresented gender per all members of supervisory board and the Board of Directors foreseen. Or the national legislator submits a Rate of at least 33% for all director positions, i.e. alongside the Supervisory Board and Board of Directors also for board of the AG and for managing directors of the SE.
Member States are also free to introduce or maintain stricter national rules.
Since 2017, Austria has had a statutory gender quota of 30% for men for public limited companies and for European stock corporations and for women for the supervisory board and board of directors 2. Recorded are
but only on the condition that the Supervisory Board From at least six Capital representatives consists and the workforce consists of at least 20% members of the underrepresented gender.
These requirements also apply mutatis mutandis to the Board of Directors of a European Stock Company.
The Labour Constitution Act also already regulates a corresponding gender quota with regard to the secondment of employee representatives to the Supervisory Board.
In future — from 1.1.2027 — the supervisory board of a listed joint stock company and the board of directors of a listed SE will be at least 40% with women and to to fill at least 40% with men. It doesn't matter how many members the Supervisory Board or Board of Directors consists of3.
The specific number of members that comes closest to 40%, but without exceeding 49%, is decisive. The same applies to the gender quota for employee representatives on the Supervisory Board. The gender quota must generally be met jointly by capital and employee representatives4.
For unlisted companies with more than 1,000 workers Does it remain with the previous Minimum rate of 30%.
A violation of the legally defined minimum quota means that the relevant election or appointment to the Supervisory Board is void. This makes compliance with the quota system mandatory.
In addition, the GesleiPoG provides that the supervisory board or board of directors of listed companies is entitled to set individual quantitative targets to improve gender balance within the Management Board and among managing directors. A binding statutory minimum quota for the composition of Board of Directors or the managing directors On the other hand, the Austrian legislator — contrary to the ministerial draft for the law — has finally not introduced.
The new provisions come into force on June 30, 2026 and apply to elections and secondments that take place after December 31, 2026. Existing mandates remain unaffected by the changes.
It should be emphasized that Austrian legislators are going beyond the minimum requirements of EU law by comprehensively including all listed stock companies and SE.
From 2027, GesleiPoG will raise gender quota in supervisory and administrative bodies listed companies from 30% to 40% on. Appointment decisions from 1.1.2027 must comply with the gender quota. Existing mandates are not affected. Violations are subject to nullity.
For unlisted companies With more than 1,000 employees, the previous 30% quota remains the same.
While no binding legal quota is introduced for board members or managing directors5, the Act gives competent bodies the opportunity to make appropriate internal companies Set goals.
The present EU directive forces EU member states to impose the “quota of women”
— in neutral terms: the gender quota” — to increase or implement in supervisory and management bodies. It is slightly sarcastic that the gender quota on the supervisory board or board of directors must be higher if national legislators refuse to implement a gender quota in the management body — be it the board of directors or managing directors. One cannot help but feel that the European Union is pursuing social policy to the detriment of the freedom of choice of companies and their shareholders.
1 Federal Law Gazette I 2026/25.
2 Section 86 (7) to (9) AktG; Section 45 (3) SEG.
3 Section 86 (6a) and 6b AktG nF; Section 45 (4) SEG nF.
4 See Section 86 (9) AktG in more detail.
5 Section 26 Z 5 Stock Exchange Act 2018 already requires the setting of a target quota for gender diversity on the management board of the stock exchange company.
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