Corporate Management Positions Act (GesLeiPoG) – An Overview
In summary, the GesLeiPoG mandates a minimum quota of 40% for both women and men on the supervisory and administrative boards of listed companies. This requirement must be observed for all future elections and appointments. Any violation will result in the appointment being void.
For non-listed companies with more than 1,000 employees, the existing 30% quota remains in place. No statutory minimum quota has been introduced for management board members; the option to set internal company targets remains.
All regulations must be complied with as of January 1, 2027.
With the GesLeiPoG (Federal Law Gazette I 2026/25), the Austrian legislature is implementing the "Women on Boards Directive." The core of the new regulation is an increase in the gender quota for supervisory and administrative boards of listed companies.
The regulations for non-listed companies remain unchanged.
Requirements for the management board of listed companies
If the management board of a listed company consists of more than two people, it must include at least one woman and one man. When registering board members with the commercial register, the number of women and men on the board must be stated. A board member whose appointment contradicts the first sentence may not be entered into the commercial register. There is no quota regulation.
Scope and level of the women's quota on the supervisory board
In the future, the supervisory board of a listed public limited company (AG) and the administrative board of a listed European company (SE) must be composed of at least 40% women and at least 40% men. The quota applies regardless of the size of the company or the number of board members. The sole deciding factor is that the company is listed on the stock exchange.
If a 40% share cannot be reached exactly due to the specific number of members, the number of persons closest to 40% must be used, without exceeding 49%. Specifically, this means: In a three-member supervisory board, at least one person must belong to the underrepresented gender.
For non-listed companies that permanently employ more than 1,000 people, the existing 30% quota remains in place. The new regulation therefore only leads to stricter requirements for listed companies.
Obligated persons and bodies
The supervisory board is obligated to ensure compliance with the quota when submitting election proposals to the general meeting. The same applies to the general meeting during the election, as well as to shareholders or other bodies entitled to appoint members.
The quota for employee representatives on the supervisory board is also being increased from 30% to 40%. The previously required qualified minority, which stipulated that at least 20% of the workforce had to belong to the underrepresented gender, no longer applies to listed companies.
In principle, the minimum share must be met by the supervisory board as a whole. Underrepresentation among employee representatives can therefore be offset by a corresponding composition on the capital representative side, and vice versa.
Legal consequences of violating the quota
If an election or appointment does not comply with the quota requirements, it is void. The seat in question remains vacant until a lawful appointment is made. This results in a so-called "empty chair." The quota must be calculated before an election proposal is submitted or an appointment right is exercised. There is no provision for the subsequent rectification of an invalid appointment.
No mandatory gender quota for the management board
The GesLeiPoG does not stipulate a mandatory minimum quota for the management board of a listed stock corporation (AG) or for the executive directors of an SE.
The supervisory board may only set individual quantitative targets to improve gender balance. According to the wording of the law, there is no obligation to set such targets or to comply with them. Some legal scholars argue that a systematic failure to consider qualified women could nevertheless constitute a breach of the supervisory board's duty of care. It is therefore advisable to implement a documented, long-term succession plan for management board positions.
GesLeiPoG 2027: Action required for companies
Affected companies should first review the current composition of the supervisory board and the terms of office for individual mandates. For upcoming elections or appointments, it must be determined in good time what minimum number applies to each gender.
Furthermore, existing nomination processes, appointment rights, and coordination with employee representatives must be adapted to the new legal requirements. Finally, it is also advisable to build up a sufficient pool of candidates at an early stage to avoid an "empty chair" and the associated restrictions on the supervisory board's ability to function.
Would you like to know what specific action you need to take? We provide comprehensive advice on implementing the GesLeiPoG, from reviewing your committee structure to building a suitable candidate pool.
FAQ on the GesLeiPoG
Which companies are subject to the new 40% quota?
The 40% quota applies to the supervisory board of a listed stock corporation (AG) and the administrative board of a listed European Company (SE). The sole deciding factor is the stock market listing, regardless of the company's size or the number of board members.
What applies to non-listed companies?
For non-listed companies that permanently employ more than 1,000 people, the existing 30% quota remains in place. The new regulation only introduces stricter requirements for listed companies.
How is the quota calculated if 40% cannot be reached exactly?
If a 40% quota cannot be met exactly due to the specific number of members, the number of persons closest to 40% must be used, provided it does not exceed 49%. Consequently, in a three-member supervisory board, at least one person must belong to the underrepresented gender.
Welche Folgen hat ein Verstoß gegen die Quote?
Entspricht eine Wahl oder Entsendung nicht den Quotenvorgaben, ist sie nichtig. Der betreffende Sitz bleibt bis zu einer gesetzmäßigen Besetzung unbesetzt – es kommt zum sogenannten „leeren Stuhl". Eine nachträgliche Heilung der fehlerhaften Bestellung ist nicht vorgesehen.
Does a mandatory quota also apply to the management board?
No. The GesLeiPoG does not mandate a binding minimum quota for the management board of a listed stock corporation (AG) or the executive directors of an SE. The supervisory board may set individual quantitative targets, but it is not required to do so.
When do the new provisions of the GesLeiPoG take effect?
All provisions of the GesLeiPoG must be complied with starting January 1, 2027.
Does the increased quota also apply to employee representatives?
Yes. The quota for employee representatives on the supervisory board is also being increased from 30% to 40%. The previously required qualified minority of 20% no longer applies to listed companies. In principle, the minimum quota must be met by the supervisory board as a whole, meaning that underrepresentation on one side can be offset by the other.
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