47 Amendments of Rebecca TAYLOR related to 2012/0299(COD)
Amendment 33 #
Proposal for a directive
Recital 6 a (new)
Recital 6 a (new)
(6a) The EU institutions and agencies should lead by example by improving gender balance. The principles laid down in this Directive should be incorporated into the rules governing the internal staffing procedures of the European Commission, the European Parliament, and all EU-institutions and agencies, including the European Central Bank. More efficient gender policies must be developed in all EU institutions to impact on recruitment to, training in, and the everyday functioning of the different EU institutions. For that purpose the institutions shall ensure that gender balance is achieved in the recruitment of senior management, including Director- Generals, Directors and Heads of Unit.
Amendment 35 #
Proposal for a directive
Recital 6 c (new)
Recital 6 c (new)
(6c) It is essential that the management of the Commission, the EU's executive body, improves its gender balance to represent better the European citizens. Member States are therefore called upon to nominate both male and female candidates for each position in the college of the Commissioners in order to achieve a gender balance in the Commission college.
Amendment 36 #
Proposal for a directive
Recital 6 e (new)
Recital 6 e (new)
(6e) The European Central bank (ECB), the European System of Financial Supervision (ESFS) – including the European Systemic Risk Board (ESRB) – and the European Supervisory Authorities (ESAs) should comply with all aspects of equality and non-discrimination on the basis of gender. The Boards of Supervisors of the ESAs should also be encouraged to present a gender-balanced list of candidates for the positions of Chairmen and Executive Directors at the relevant hearing in the European Parliament. The final selection of these positions should be gender balanced. It is also important that the Steering Committee and Advisory Committees of the ESRB are gender balanced.
Amendment 37 #
Proposal for a directive
Recital 6 f (new)
Recital 6 f (new)
(6f) The supervisory board of the European Central Bank (ECB), including the roles of Chair and Vice Chair, should be balanced from a gender perspective. Whenever a vacancy arises on ECB Executive Board those Member States that have adopted the euro as a currency should be encouraged to nominate two candidates, a male and a female, for the vacant position. The Member States should also be encouraged to appoint women as governors of the national central banks (NCBs) in order to achieve a gender balance in the Governing Council and the General Council of the ECB and on the General Board of the ESRB.
Amendment 52 #
Proposal for a directive
Recital 9 a (new)
Recital 9 a (new)
(9a) It is important to note that the current situation in board recruitment can amount to positive discrimination for men. There are studies showing that male board members are less highly qualified and less experienced than their female counterparts, thus indicating gender discrimination of a positive nature for men and a negative nature for women.
Amendment 54 #
Proposal for a directive
Recital 10
Recital 10
(10) Despite the existing Union legislation aimed at preventing and combating sex discrimination, the Council recommendations aimed specifically at increasing the presence of women in economic decision-making and Union- level actions encouraging self-regulation, women continue to be strongly outnumbered by men in the highest decision-making bodies of companies throughout the Union. In the private sector and especially in listed companies this gender imbalance is particularly significant and acute, although certain EU institutions and agencies, such as the European Central Bank, also display a deeply problematic gender imbalance. The Commission's key indicator of gender representation on corporate boards shows that the proportion of women involved in top-level business decision- making remains very low. In January 2012, women occupied on average just 13.7 per cent of board seats in the largest publicly listed companies in Member States. Among non- executive directors only 15 per cent were women.
Amendment 61 #
Proposal for a directive
Recital 12
Recital 12
(12) The scattered and divergent regulation or the absence of regulation at national level as regards the gender balance on boards of listed companies does not only leads to discrepancies in the number of women among non-executive directors and different rates of improvement across Member States, but also poses barriers to the internal market by imposing divergent corporate governance requirements on European listed companies. Those differences in legal and self-regulatory requirements for the composition of corporate boards can lead to practical complications for listed companies operating across borders, notably when establishing subsidiaries or in mergers and acquisitions, as well as for candidates for board positions.
Amendment 62 #
Proposal for a directive
Recital 12 a (new)
Recital 12 a (new)
(12a) Gender imbalances within companies are greater at more senior levels. Furthermore, many of those women who are represented in senior management are to be found in fields such as human resources and communication while men at a senior level are more likely to be employed in general management or "line management" within the company. As the main pool for recruitment to corporate board positions is comprised largely of candidates with senior management experience, it is vital that the number of women advancing to such management positions within companies is increased.
Amendment 64 #
Proposal for a directive
Recital 13
Recital 13
(13) The current lack of transparency of the selection procedures and qualification criteria for board positions in most Member States represents a significant barrier to more gender diversity among board members and negatively affects both the board candidates' careers and freedom of movement, as well as investor decisions. Such lack of transparency prevents potential candidates for board positions from applying to boards where their qualifications would be most required and from challenging gender-biased appointment decisions, thus restricting their freedom of movement within the internal market. On the other hand, investors have different investment strategies that require information linked also to the expertise and competence of the board members. More transparency in the qualification criteria and the selection procedure for board members enables investors to better assess the company's business strategy and to take informed decisions.
Amendment 69 #
Proposal for a directive
Recital 14
Recital 14
(14) While this Directive does not aim to harmonise national laws on the selection procedures and qualification criteria for board positions in detail, the introduction of certain minimum standards as regards the requirement for listed companies without balanced gender representation to take appointment decisions forThe introduction of requirements for companies to set individual targets and to develop gender policies in order to improve the gender balance among executive and non- executive directors on the basis of an objective comparative assessment of the qualifications of candidates in terms of suitability, competence and professional performance is necessary in order to attain gender balance among non- executives directors. Only an EU-level measure can effectively help to ensure a competitive level-playing field throughout the Union and avoid practical complications in business lifeand at all levels of management is necessary to ensure that companies take action on this important matter. The target figures should be ambitious and realistic for the individual company whilst taking into account company-specific and branch- specific characteristics.
Amendment 71 #
Proposal for a directive
Recital 15
Recital 15
(15) The Europe 2020 Strategy for Smart, Sustainable and Inclusive Growth29 ascertained that increased female labour force participation is a precondition for boosting growth and for tackling demographic challenges in Europe. The Strategy set a headline target of reaching an employment rate of 75 per cent for women and men aged 20-64 by 2020, which can only be reached if there is a clear commitment to gender equality and a reinforced effort to tackle all barriers to women's participation in the labour market. The current economic crisis has magnified Europe's ever-growing need to rely on knowledge, competence and innovation and to make full use of the pool of available talent. Enhancing female participation in economic decision-making, on company boards and at senior management level in particular, is expected to have a positive spill-over effect on female employment in the companies concerned and throughout the whole economy.
Amendment 76 #
Proposal for a directive
Recital 16
Recital 16
(16) The Union should therefore aim to increase the presence of women on company boards, in order both to boost economic growth and the competitiveness of European companies and to achieve effective gender equality on the labour market. This aim should be pursued through minimum requirements on positive action in the form of binding measures aiming at attaining a quantitative obja "comply or explain" model whereby companies would be required to set targets for the proportion of the underrepresented gender among their executive and non-executive for the gender composition of boards of listed companies, in the view of the fact that Member States and oboard directors and at all levels of management. Furthermore, companies should develop a policy for increasing their gender balance and should report in a transparent manner in their annual report on the gender balance of ther countries which have chosen this or a similar method have achievrporate board and at management levels. If individually- set targets are not reached, the best results in reducing the under-representation of women in economic decision-making positioncompany should be obliged in its annual report to explain the reasons for this failure and to detail the measures planned in order to rectify this.
Amendment 77 #
Proposal for a directive
Recital 16 a (new)
Recital 16 a (new)
(16a) Listed companies should develop a gender policy in order to attain a more balanced gender representation throughout the company. This policy may include a description of the relevant measures implemented in that company: nominating both a female and male candidate for key positions, mentoring schemes and career development guidance for women, human resource strategies to encourage diverse recruitment. Furthermore, it may include offering flexible working conditions for all employees, for example assistance for parental leave as well as providing assistance for housework and child care. Each company may select the policies best suited to its activities and should take active measures to increase the proportion of the underrepresented gender in the management of the company.
Amendment 89 #
Proposal for a directive
Recital 20
Recital 20
(20) All board systems distinguish between executive directors, who are involved in the daily management of the company, and non-executive directors who are not involved in the daily management, but do perform a supervisory function. The quantitative objectivobligations relating to individual gender balance targets and gender policies provided for in this Directive should apply only, but not be limited, to the non- executive directors in order to strike the right balance between the need to increase the gender diversity of boards and the need to minimise interference with the day-to- day management of a company. As the non-executive directors perform supervisory tasks, it is also easier to recruit qualified candidates from outside the company and to a large extent also from outside the specific sector in which a company operates – a consideration which is of importance for areas ofGender balance among executive directors and in the overall management of the company is both a goal in itself and a means to enlarge the reconomy where members of a particular sex are especially under-represented in the workforceruitment base for board positions.
Amendment 93 #
Proposal for a directive
Recital 21
Recital 21
(21) In several Member States, a certain proportion of the non-executive directors can or must be appointed or elected by the company's workforce and/or organisations of workers pursuant to national law or practice. The quantitative objectives provided for in this Directive should apply to all non-executive directors including employee representatives. However, the practical procedures for ensuring that those objectives are attained, taking into account the fact that some non-executive Directors are employee representatives, should be defined by the Member States concerned. Union's nomination of employee representatives to boards should take due regard to gender balance. However, the practical procedures for employee representatives should be defined by the Member States concerned. It is important that employee organisations are involved in the development and implementation of gender policies in the company. Employee representation on the boards of listed companies is also a positive way of enhancing diversity by including key perspectives and genuine knowledge of the internal workings of the company.
Amendment 99 #
Proposal for a directive
Recital 22
Recital 22
(22) Listed companies in the Union should be imposed obligations of means providing for appropriate procedures with a view of meeting specific objectives regarding the gender composition of their boards. Those listed companies in whose boards members of the under-represented sex hold less than 40 per cent of non- eximplement appropriate and effective measures that ensure that individually set targets regarding the gender composition of their boards are met. The long term objecutive director positions should make the appointments to those positions on the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020. Therefore, the Directive establishes the objective of at least 40 per cent of non-executive directorsof all listed companies should be to reach gender parity, defined as at least 40 per cent of the under-represented sex by that date. This objective in principle only concerns the overall gender diversity among the non-executive directors and does not interfere with the concrete choice of individual directors from a wide pool of male and female candidates in each individual case. In particular, it does not exclude any particular candidates for director positions, nor does it impose any individual directors on companies or shareholders. The decision on the appropriate board members thus remains with the companies and shareholdersgender in executive and non-executive directors and at all levels of management.
Amendment 106 #
Proposal for a directive
Recital 23
Recital 23
(23) Member States exercise a dominant influence over listed companies which are public undertakings within the meaning of Article 2(b) of Commission Directive 2006/111/EC of 16 November 2006 on the transparency of financial relations between Member States and public undertakings, as well as on financial transparency within certain undertakings.32 Due to that dominant influence, they have the instruments at their disposal to bring about the necessary change more rapidly. Therefore, in such companies the objective of least 40 per cent of non- executive directors of the under- represented sex should be set at an earlier date.
Amendment 108 #
Proposal for a directive
Recital 24
Recital 24
Amendment 113 #
Proposal for a directive
Recital 26
Recital 26
(26) In line with that case-law, Member States should ensure thatlisted companies should be encouraged to base the selection of the best qualified candidates for non- executive directors is based on a comparative analysis of the qualifications of each candidate on the basis of pre- established, clear, neutrally formulated and unambiguous criteria. Examples of types of selection criteria that companies could apply include professional experience in managerial and/or supervisory tasks, knowledge in specific relevant areas such as finance, controlling or human resources management, leadership and communication skills and networking abilities. Priority shouldmay be given to the candidate of the under-represented sex if that candidate is equally qualified as the candidate of the other sex in terms of suitability, competence and professional performance, and if an objective assessment taking account of all criteria specific to the individual candidates does not tilt the balance in favour of a candidate of the other sex.
Amendment 117 #
Proposal for a directive
Recital 27
Recital 27
(27) The methods of recruiting and appointing directors differ from one Member State to another and from one company to another. They may involve the pre-selection of candidates to be presented to the shareholders' assembly, for example by a nomination committee, the direct appointment of directors by individual shareholders or a vote in the shareholders' assembly on individual candidates or lists of candidates. The requirements concerning the selection of candidates should be met at the appropriate stage of the selection process in accordance with national law and the articles of association of the listed companies concerned. In this respect, this Directive only establishes a minimum harmonisation of selection procedures, making it possible to apply the conditions provided for by the case- law of the Court of Justice with a view to attainmeasures aimed at meeting the objective of a more balanced gender representation in the boards of listed companies.
Amendment 123 #
Proposal for a directive
Recital 28
Recital 28
(28) This Directive aims to improve the gender balance among directors of companies listed on stock exchanges and thus to contribute to the realisation of the principle of equal treatment between men and women, recognised as a fundamental right of the Union. Listed companies should therefore be required to disclose, upon the request of an unsuccessful candidate, not only the qualification criteria upon which the selection was based, but also the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of a candidate who is not of the under-represented sex . These limitations to the right to respect for private life with regard to the processing of personal data, recognised by the Articles 7 and 8 of the Charter, and the obligation for listed companies to supply that information, upon request, to the unsuccessful candidate, are necessary and, in conformity with the principle of proportionality, genuinely meet recognised objectives of general interest. They are therefore in line with the requirements for such limitations laid down in Article 52(1) of the Charter and with the relevant case-law of the Court of Justice.
Amendment 125 #
Proposal for a directive
Recital 29
Recital 29
(29) Where an unsuccessful candidate of the under-represented sex establishes the presumption they were equally qualified as the appointed candidate of the other sex, the listed company should be required to demonstrate the correctness of the choiceat his/her failure to be appointed was based solely on his/her gender, the listed company should be required to demonstrate that the appointment was made in line with the applicable national anti-discrimination laws.
Amendment 133 #
Proposal for a directive
Recital 30
Recital 30
(30) Member States should provide for effective, proportionate and dissuasive administrative sanctions for breaches of this Directive, which could include, inter alia, administrative fines and nul. Sanctions shall be applied in the case of listed companies that do not comply with the procedures for setting targets and developing a gender politcy or annulment declared by a judicial body of the appointment or of the election of non- executive dias laid down in Article 4 (1) or with the disclosure requirements as defined in Article 5 of this Directive. However, the case of companies' failurec tors made contrary to the national provisions adopted pursuant to Article 4(1) reach their individually set targets should not qualify as a breach of this Directive and should not trigger a sanctioning regime.
Amendment 140 #
Proposal for a directive
Recital 31
Recital 31
Amendment 148 #
Proposal for a directive
Recital 32
Recital 32
(32) Since listed companies should aim to increase the proportion of the under- represented sex in all decision-making positions, Member States may provide that the objective laid down in this Directive should be considered to be met where listed companies can show that members of the under-represented sex hold at least one third40 per cent of all director positions, irrespective of whether they are executive or non- executive.
Amendment 151 #
Proposal for a directive
Recital 33
Recital 33
(33) In addition to the measures relating to non-executive directors, and with a view also to improving the gender balance among directors involved in daily management tasks, lListed companies should be required to make individual commitments regarding the representation of both sexes among executive directors, to be achievedand non-executive directors as well at othe latest by 1 January 2020r management levels within the company. These commitments should aim to achieve tangible progress from the individual company's current position towards better gender balance.
Amendment 155 #
Proposal for a directive
Recital 34
Recital 34
(34) Member States should require listed companies to provide information on the gender composition of their boards as well as information on howon they managedeasures taken to meet the objectives laid down in this Directive, on a yearly basis to the competent national authorities in order to enable them to assess the progress of each listed company towards gender balance among directors. Such information should be published in the annual report and on the company's website and, where the company in question has not met the objectiveindividually set targets, it should include a description of the measures that it has taken so far and intends to take in the future in order to meet the objectiveose targets.
Amendment 160 #
Proposal for a directive
Recital 35
Recital 35
(35) Member States may have already taken measures providing for means to ensure a more balanced representation of women and men in company boards before the entry into force of this Directive. Such Member States should have an opportunity to apply those measures in place of the procedural requirements relating to appointments where they can demonstrate that the measures taken are of equivalent efficacy in order to attain the long-term objective of a presenceoportion of the under-represented sex of at least 40 per cent among non-executive and executive directors of listed companies at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakings.
Amendment 164 #
Proposal for a directive
Recital 38 a (new)
Recital 38 a (new)
(38a) In order to ensure that the gender balance objectives set out in this Directive are fully implemented by the Member States and are integrated into the specific policies of the relevant companies and in order to verify the expected spill-over effects of this Directive, the Commission shall submit to the European Parliament and the Council a report.
Amendment 195 #
Proposal for a directive
Article 4 – title
Article 4 – title
Amendment 202 #
Proposal for a directive
Article 4 – paragraph 1
Article 4 – paragraph 1
1. Member States shall ensure that listed companies in whose boards members: a) set a target figure for the proportion of the under-represented sex hold less than 40 per cent of the non-executive director positions make the appointments togender among both executive and non-executive directors, and b) set a target figure for those posiroportions onf the basis of a comparative analysis of the qualifications of each candidate, by applying pre-established, clear, neutrally formulated and unambiguous criteria, in order to attain the said percentage at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of listed companies which are public undertakingsunderrepresented gender at other management levels within the company, and c) develop a gender policy to increase the proportion of the underrepresented gender at the management levels of the company.
Amendment 208 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
Amendment 216 #
Proposal for a directive
Article 4 – paragraph 3
Article 4 – paragraph 3
3. In order to attain the objective laid down in paragraph 1, Member States shall ensure that, in the selection of non- executive directorsfor listed companies to improve their gender balance, priority shallmay be given to the candidate of the under- represented sex if that candidate is equally qualified as a candidate of the other sex in terms of suitability, competence and professional performance, unless an objective assessment taking account of all criteria specific to the individual candidates tilts the balance in favour of the candidate of the other sex.
Amendment 221 #
Proposal for a directive
Article 4 – paragraph 4
Article 4 – paragraph 4
4. Member States shall ensure that listed companies are obliged to disclose, on the request of an unsuccessful candidate, the qualification criteria upon which the selection was based, the objective comparative assessment of those criteria and, where relevant, the considerations tilting the balance in favour of a candidate of the other sex.
Amendment 229 #
Proposal for a directive
Article 4 – paragraph 6
Article 4 – paragraph 6
Amendment 239 #
Proposal for a directive
Article 4 – paragraph 7
Article 4 – paragraph 7
7. Member States may providensure that the objective laid down in paragraph 1 is met where listed companies can show that memberscompanies having reached gender parity, defined as a 40 per cent representation of the under-represented sex hold at least one third of all director positions, irrespective of whegender among executive and non-executive directors, shall not be obliged to draw up a gender balance policy in accordance with Article 4(1) but shall simply state their thkey tare executive or non-executivget figures in their annual report and on their website.
Amendment 242 #
Proposal for a directive
Article 5 – title
Article 5 – title
Amendment 245 #
Proposal for a directive
Article 5 – paragraph 1
Article 5 – paragraph 1
1. Member States shall ensure thatrequire listed companies undertakto provide information on the following in their annual report: a) the percentage of the underrepresented gender among executive iandividual commitments regarding gender-balanced representation of both sexes among executive directors to be achieved at the latest by 1 January 2020, or, in ca non- executive directors, b) the percentage of the underrepresented gender at all levels of management, c) the underrepresented gender as a percentage of the total number of employees, d) whether the target figures set the previous year, in accordance with Article 4(1), have been achieved, e) the gender policy drawn up as referred to in Article 4(1), f) the specific measures, adopted in line with the gender policy drawn up in accordance with Article 4(1), aimed at achieving the targets set out for executive and non-executive directors and other management levels within the company, g) the specific measures intended to be adopted for the following year in line with the gender policy drawn up in accordance with Article 4(1) and aimed at achieving the targets set of listed companies which are public undertakings, by 1 January 2018. ut for executive and non- executive directors and other management levels within the company, h) the status of the company's gender balance and the outlook for the attainment of the long-term goal of gender parity among executive and non- executive directors.
Amendment 248 #
Proposal for a directive
Article 5 – paragraph 2
Article 5 – paragraph 2
2. Member States shall require listed companies to provide information to the competent national authorities, once a year as from [two years after adoption], about the gender representation on their boards, distinguishing between non- executive and executive directors and about the measures taken in view of the objectives laid down in Article 4(1) and in paragraph 1 of this Articlereport on their gender balance statistics and on measures taken in accordance with Article 5 (1) to the competent national authorities, once a year as from [two years after adoption], and to publish that information in an appropriate and accessible manner on their website.
Amendment 255 #
Proposal for a directive
Article 5 – paragraph 3
Article 5 – paragraph 3
3. Where a listed company does not meet the objectives laid down in Article 4(1) or its own individual commitments taken pursuant to paragraph 1 of thisreach its own individual target figures as set in accordance with Article 4(1), the information referred to in paragraph 2 of this Article shall include the reasons for not reaching the objectives or commitmenttarget figures and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitmenttarget figures.
Amendment 274 #
Proposal for a directive
Article 6 – paragraph 2 – introductory part
Article 6 – paragraph 2 – introductory part
2. Sanctions shall be imposed on companies for infringing the procedure of setting target figures, of drawing up a gender policy and of disclosing the relevant information in accordance with Articles 4(1) and 5(1) of this Directive. The sanctions must be effective, proportionate and dissuasive and may include the following measures:
Amendment 285 #
Proposal for a directive
Article 6 – paragraph 2 – point b
Article 6 – paragraph 2 – point b
Amendment 298 #
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 1
Article 8 – paragraph 3 – subparagraph 1
Amendment 302 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
1. Member States shall communicate to the Commission by 1 January 2017 at the latest and every two years thereafter a report on the implementation of this Directive. These reports shall include, amongst others, comprehensive information about the measures taken with a view to attaining the objectives laid down in Article 4(1), information provided in accordance with information about individual commitments taken by listed companies pursuant to Article 5(24(1) and the information about individual commitments taken by listed companies pursuant todisclosed by the listed companies in accordance with Article 5(1) and (2).
Amendment 303 #
Proposal for a directive
Article 9 – paragraph 1 a (new)
Article 9 – paragraph 1 a (new)
1a. The Commission shall submit an evaluation report by 1 July 2017 on the implementation of the requirements for listed companies referred to in Articles 4 (1), 5(1) and (2),on the basis of the reports submitted by the Member States pursuant to paragraph 1. In addition, the Commission report shall include the gender-balance situation at board-level and at management level of non-listed companies that are above the SME threshold as defined in Article 2.
Amendment 307 #
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 1
Article 9 – paragraph 2 – subparagraph 1
Member States having suspended pursuant to Article 8(3) the application of the procedural requirements relating to appointments contained in Article 4(1), (3), and (4) and (5Article 5(1) shall include information in the reports mentioned in paragraph 1 demonstrating the concrete results obtained by the national measures referred to in Article 8(3). The Commission shall then issue a specific report ascertaining whether those measures effectively enable members of the under-represented sex to hold at least 40 per cent of the non-executive director positions by 1 January 2018 for listed companies which are public undertakings, and by 1 January 2020 for listed companies which are not public undertakingsof listed companies by 1 January 2020. The first such report shall be issued by the Commission by 1 July 2017, and subsequent reports shall be issued within six months after notification of the respective national reports under paragraph 1.
Amendment 310 #
Proposal for a directive
Article 9 – paragraph 2 – subparagraph 2
Article 9 – paragraph 2 – subparagraph 2
Member States in question shall ensure that listed companies, which by applying the national measures referred to in Article 8(3) have not appointed or elected members of the under-represented sex for at least 40 per cent of the non-executive director positions of their boards by 1 January 2018, where they are public undertakings, or by 1 January 2020, where they are not public undertakings,20 apply the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5Article 5(1) with effect respectively from thoseat dates.