BETA

Activities of Astrid LULLING related to 2012/0299(COD)

Plenary speeches (1)

2016/11/22
Dossiers: 2012/0299(COD)

Amendments (71)

Draft legislative resolution
Citation 1 a (new)

- having regard to Council Recommendation 84/635 of December 1984,

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Title 1

Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL con ~~improving the gender balance among non-executive directors~~cerning minimum requirements on positive action to ensure more balanced representation of cwom~~panies listed on stock exch~~en and men within compangies a~~nd related measure~~t all levels (Text with EEA relevance)

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 4

(4) In recent years the European Commission has presented several reports taking stock of the situation concerning gender diversity in economic decision- making. The Commission has encouraged publicly listed companies in the European Union to increase the number of women on their boards by self-regulatory measures and to make concrete voluntary commitments in that regard. In its Women's Charter of 5 March 2010, the European Commission ~~underlined that women still do not have full access to the sharing of power and decision-making in political and economic life and~~ reaffirmed its commitment to ~~use its powers to~~ promote a fairer representation of women and men in positions of responsibility. Improving the gender balance in decision- making was defined by the Commission's strategy for equality between women and men 2010- 2015 as one of its priority tasks.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 5

(5) In the European Pact for Gender Equality 2011-2020, which was adopted on 7 March 2011, the Council acknowledged that gender equality policies are vital to economic growth, prosperity and competitiveness, reaffirmed its commitment to close the gender gaps with a view to meeting the objectives of the Europe 2020 Strategy, ~~especially in three areas of great relevance to gender equality, namely employment, education and social inclusion,~~ and urged action to promote the equal participation of women and men in decision-making at all levels and in all fields, in order to make full use of all available talent.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 7

(7) The efficient use of human capital is ~~the most~~an important determinant ~~of an economy's competitiveness and is key to addressing the EU's demographic challenges,~~ to compet~~ing~~e successfully in a globalised economy and to ensur~~ing~~e a comparative advantage vis-à- vis third countries. The pool of highly trained and qualified women is constantly growing as evidenced by the fact that 60 per cent of current university graduates are female. ~~A continued failure to~~By drawing on this pool in future appointments to economic decision-making positions ~~would amount to a failure to fully exploit skilled human~~at all levels would contribute to better exploitation of capital.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 8

(8) At company level, it is widely acknowledged that the presence of women on boards improves corporate governance, because team performance and the quality of decision-making are enhanced due to a more diverse and collective mind-set incorporating a wider range of perspectives and therefore reaching more balanced decisions. Numerous studies have also shown that there isStudies have shown that there can be a positive relationship between gender diversity at ~~top management~~all levels and a company's ~~financial~~ performance and profitability. ~~Enhancing female representat~~Measures to encourage career progression onfor the ~~boards of publicly listed companies in the Union~~underrepresented sex can therefore have a positive impact on the performance of companies concerned.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 9

(9) Existing evidence also shows that labour market equality can improve economic growth substantially. Enhancing female presence in the boardrooms of listed companies in the Union not only affects the women appointed to boards, but also contributes to attracting female talent to the company and ensuring a greater presence of women at all levels of management and in the workforce. Therefore, a higher share of women on company boards has a positive impact on closing both the gender employment gap and the gender pay gap. Making full use of the existing female talent pool would constitute a marked improvement in terms of return on education for both individuals and the public sector. Female under- representation in the board rooms of publicly listed companies in the EU is a missed opportunity in terms of achieving long-term sustainable growth for Member States' economies at large.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 wo~~at a more balanced participation of women and men 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~~still significant and acute. 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 womenin the private sector.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 11

(11) The proportion of women on company boards for example is progressing very slowly~~, with an average annual increase of just 0.6 percentage points during the past years~~. The rate of improvement has differed in individual Member States and has led to highly divergent results. Much more significant progress was noted in the Member States where binding measures have been introduced. Growing discrepancies between Member States are likely to increase given the very different approaches pursued by individual Member States to increase the representation of females on boards that are being pursued by individual Member States.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 12

(12) The scattered and divergent regulation or the absence of regulation at national level as regards the gender balance oin ~~boards of listed companies does not only lead to discrepancies in the number of women among non-executive directors and different rates of improvement across Member States, but also poses~~companies can pose 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~~can also 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~~. An EU-level measure could help to ensure a competitive level-playing field throughout the Union and avoid practical complications in business life.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 for 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 life.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 in particular, is expected to have a positive spill-over effect on female employment in the companies concerned and throughout the whole economy.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 16

(16) The Union should therefore aim to increase ~~the presence of women o~~gender balance in compan~~y board~~ies, 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 objective for the gender composition of boards of listed companies, in the view of the fact that Member States and other countries which have chosen this or a similar method have achieved the best results in reducing the under-representation of women in economic decision-making positionaiming at promoting gender balance at all levels.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 17

(17) Companies listed on stock exchanges enjoy a particular economic importance, visibility and impact on the market as a whole. The measures provided for in this Directive should therefore apply to listed companies, which are defined as companies incorporated in a Member State whose securities are admitted to trading on a regulated market within the meaning of Article 4(1) (14) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, in one or more Member States. These companies set standards for the economy in its entirety and their practices can be expected to be followed by other types of companies. The public nature of listed companies justifies that they be regulated to a greater extent in the public interest.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 18

(18) Th~~is Directive~~ese requirements should not apply to family businesses, micro, small and medium-sized enterprises (SMEs), as defined by Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium- sized enterprises~~, even if they are listed companies~~.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 19

(19) There are various systems of board structures for listed companies in the Member States, the main distinction being between a dual (‘two-tier’) system with both a management board and a supervisory board and a unitary (‘one- tier’) system combining the management and supervisory function in a single board. There are also mixed systems, which feature aspects of both systems or give companies an option between different models. The measures provided for in this Directive should apply to all board systems in the Member States.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 objectives provided for in this Directive should apply only 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 of the economy where members of a particular sex are especially under-represented in the workforce.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 21

~~(21) In several Member States, a certain proportion of the non-executive directors can or must be appointed or~~ delected 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.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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- executive 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 directors 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 shareholders.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 24

(24) Determining the number of non- executive director positions necessary to meet the objective requires further specification since for most board sizes it is mathematically possible only to go beyond or remain below the exact share of 40 per cent. Therefore, the number of board positions necessary to meet the objective should be the number closest to 40 per cent. At the same time, in order to avoid discrimination of the initially over- represented sex, listed companies should not be obliged to appoint members of the under-represented sex to half or more of the non-executive board positions. Thus, for example, members of the under- represented sex should hold at least one position on boards with three or four non- executive directors, at least two positions on boards with five or six non-executive directors, and at least three positions on boards with seven or eight non-executive directors.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 26

(26) In line with that case-law, Member States should ensure that 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 should 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.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 attaining the objective of a more balanced gender representation in the boards of listed companies.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 28

(28) Th~~is Directive~~ese minimum requirements on positive action 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 c~~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.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 choice.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 30

(30) Member States should provide for effective, proportionate and ~~dis~~persuasive sanctions for breaches of this Directive, which could include, inter alia, administrative fines and nullity or annulment declared by a judicial body of the appointment or of the election of non- executive directors made contrary to the national provisions adopted pursuant to Article 4(1)incentives for these requirements, which could include, inter alia, award schemes for companies with outstanding results.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 31

(31) Since the gender composition of the workforce has a direct impact on the availability of candidates of the under- represented sex, Member States may provide that where the members of the under-represented sex make up less than 120 per cent of the workforce the ~~company concerned should not be required to meet the objective laid down in this Directive~~se requirements need not be applied by the companies concerned.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 third of all director positions, irrespective of whether they are executive or non-executive.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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, listed companies should be required to make individual commitments regarding the representation of both sexes among executive directors, to be achieved at the latest by 1 January 2020. These commitments should aim to achieve tangible progress from the individual company's current position towards better gender balance.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 34

(34) Member States should require listed companies to provide information on the gender composition of their boards as well as information on how they managed 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 and, where the company in question has not met the objective, 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 objective.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 objective of a presence of the under-represented sex of at least 40 per cent among non-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.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 37

(37) While some Member States have taken regulatory action or encouraged self- regulation with mixed results, the majority of Member States have not taken action or indicated their willingness to act in a way that would bring about sufficient improvement~~. Projections based on a comprehensive analysis of all available information on past and current trends as well as intentions show that a~~ in more gender balanced ~~gender~~ representation among non- executive board members across the Union in line with the objectives set out in this Directive will not be achieved by Member States acting individually at any point in the foreseeable future. In the light of those circumstanceswithin companies at all levels. As these aims will not be achieved by Member States acting individually and given the growing discrepancies between Member States in terms of the representation of women and men owithin compan~~y board~~ies, the gender balance ~~on corporate boards~~ across the Union can ~~only be~~be more effectively improved through a common approach, and the potential for gender equality, competitiveness and growth can be better achieved through coordinated action at Union level rather than through national initiatives of varying scope, ambition and effectiveness. Since the objectives of this Directive cannot be sufficiently achieved by the Member States and can, therefore, by reason of the scale and effect of action, be better achieved at Union level, the Union may adopt measures in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 38

(38) In accordance with the principle of proportionality, as set out in that same Article, this Directive is limited to setting common objectives and principles and does not go beyond what is necessary in order to achieve those objectives. Member States are given sufficient freedom to determine how the objectives laid down in this Directive should best be achieved taking national circumstances into account, in particular rules and practices concerning recruitment ~~for board posi~~and promotions. This Directive does not interfere with the possibility for companies to appoint the most qualified ~~board members~~candidate, and it grants a sufficiently long period of adaptation for all ~~listed~~ companies.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Recital 39

(39) In accordance with the principle of proportionality, the objective to be met by listed companies should be limited in time and remain in force only until sustainable progress has been achieved in the gender composition of boards. For that reason, the Commission should regularly review the application of this Directive and report to the European Parliament and the Council. The Directive is due to expire on 31 December 2028. The Commission should assess, in its review, if there is a need to extend the duration of the Directive beyond that periodorder to achieve the aims of this directive, Member States should cooperate with social partners and the management oft the company with the elected representatives of the employees. The Commission should regularly review the application of this Directive and report to the European Parliament and the Council.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 1 – paragraph 1

This Directive lays down m~~easures~~inimum requirements on positive action to ensure a more balanced representation of men and women among the non-executive directors of listed companies by establishing measures aimed at accelerated progress towards gender balance while allowing companies sufficient time to make the necessary arrangementwithin companies at all levels.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1

~~"For the purposes of this Directive, the following definitions shall apply:"~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘listed company’ means a company incorporated in a Member State whose securities are admitted to trading on a regulated market within the meaning of Article 4(1) (14) of Directive 2004/39/EC, in one or more Member States;deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 2

~~(2) ‘board’ means any administrative, managerial or supervisory body of a company;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 3

~~(3) ‘director’ means any member of a board, including an employees' representative;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 4

~~(4) ‘executive director’ means any member of a unitary board who is engaged in the daily management of the company and any member of a managerial board in a dual board system;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 5

~~(5) ‘non-executive director’ means any member of a unitary board other than an executive director and any member of a supervisory board in a dual board system;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 6

~~(6) ‘unitary board’ means a single board that combines the management and the supervisory functions of a company;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 7

~~(7) ‘dual board system’ means a system in which the management and supervisory functions of a company are carried out by separate boards;~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 8

(8) ‘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 which is incorporated in a Member State whose currency is not the euro, the equivalent amounts in the currency of that Member State;deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 9

(9) ‘public undertaking’ means an undertaking over which the public authorities may exercise directly or indirectly a dominant influence by virtue of their ownership thereof, their financial participation therein, or the rules which govern it. A dominant influence on the part of the public authorities shall be presumed when these authorities, directly or indirectly in relation to an undertaking: – hold the major part of the undertaking's subscribed capital; or – control the majority of the votes attaching to shares issued by the undertakings; or – can appoint more than half of the members of the undertaking's administrative, managerial or supervisory body.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 9 – indent 1

~~– hold the major part of the undertaking's subscribed capital; or~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 9 – indent 2

~~– control the majority of the votes attaching to shares issued by the undertakings; or~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 2 – paragraph 1 – point 9 – indent 3

~~– can appoint more than half of the members of the undertaking's administrative, managerial or supervisory body.~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 3 – paragraph 1 – subparagraph 1 (new)

'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 which is incorporated in a Member State whose currency is not the euro, the equivalent amounts in the currency of that Member State.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 4 – paragraph 1

1. Member States shall ensure that ~~listed~~ companies ~~in whose boards members of~~where the ugender-represented sex hold less than 40 per cent of the non-executive director positions 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 balance needs to be improved, apply the following minimum requirements for positive action by 1 January 202015 or at the latest by 1 January 2018 ~~in case of listed companies which are public undertakings~~.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 4 – paragraph 2

~~2. The number of non-executive director positions necessary to meet the objective laid down in paragraph 1 shall be the number closest to the proportion of 40 per cent, but not exceeding 49 per cent.~~deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 director~~candidates, priority shall 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.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 4 – paragraph 5

5. Member States shall take the necessary measures, in accordance with their national judicial systems, to ensure that where an unsuccessful candidate of the under- represented sex establishes facts from which it may be presumed that that candidate was equally qualified as the appointed candidate of the other sex, it shall be for the ~~listed~~ company to prove that there has been no breach of the rule laid down in paragraph 3.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 4 – paragraph 6

6. Member States may provide that ~~listed~~ companies where the members of the under-represented sex represent less than 120 per cent of the workforce are not subject to the objective laid down in paragraph 1.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 4 – paragraph 7

7. Member States may provide that the objective laid down in paragraph 1 is met where listed companies can show that members of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 5 – paragraph 1

1. Member States shall ensure that listed companies undertake individual commitments regarding gender-balanced representation of both sexes among executive directors to be achieved at the latest by 1 January 2020, or, in case of listed companies which are public undertakings, by 1 January 2018.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 Article, and to publish that information in an appropriate and accessible manner on their website.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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 this Article, the information referred to in paragraph 2 of this Article shall include the reasons for not reaching the objectives or commitments and a description of the measures which the company has adopted or intends to adopt in order to meet the objectives or commitments.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 5 – paragraph 4

4. Member States shall take the necessary measures to ensure that the body or bodies designated in accordance with Article 20 of Directive 2006/54/EC of the European Parliament and of the Council of 5 July 2006 on the implementation of the principle of equal opportunities and equal treatment of men and women in matters of employment and occupation (recast)35 are also competent for the promotion, analysis, monitoring and support of gender balance ~~on the boards of listed~~in companies.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 6 – paragraph 1

1. Member States shall lay down rules ~~on sanctions applicable to infringements of the national provisions adopted pursuant to this Directive and shall take all necessary measures to ensure that they are applied~~for effective, proportionate and persuasive incentives for these requirements on positive action which include, inter alia, award schemes for companies with outstanding results.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 6 – paragraph 2

2. The sanctions must be effective, proportionate and dissuasive and may include the following measures: (a) administrative fines; (b) nullity or annulment declared by a judicial body of the appointment or of the election of non-executive directors made contrary to the national provisions adopted pursuant to Article 4(1).deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 7

Article 7 Minimum requirements Member States may introduce or maintain provisions which are more favourable than those laid down in this Directive to ensure a more balanced representation of men and women in respect of companies incorporated in their national territory, provided those provisions do not create unjustified discrimination, nor hinder the proper functioning of the internal market.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 8

Article 8 Implementation 1. Member States shall adopt and publish, by [two years after adoption] at the latest, the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate to the Commission the text of those provisions. 2. When Member States adopt those provisions, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made. 3. Without prejudice to Article 4(6) and (7), Member States which before the entry into force of this Directive have already taken measures to ensure a more balanced representation of women and men among the non-executive directors of listed companies may suspend the application of the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5), provided that it can be shown that those measures enable members of the under- represented sex to hold at least 40 per cent of the non-executive director positions of listed companies by at the latest 1 January 2020, or at the latest 1 January 2018 for listed companies which are public undertakings. The Member State in question shall notify this information to the Commission. 4. Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 9 – paragraph 1

1. Member States shall communicate to the Commission by 1 January 20178 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 Article 5(2) and information about individual commitments taken by listed companies pursuant to Article 5(1).

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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), (4) and (5) 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 undertakings. 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.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
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, apply the procedural requirements relating to appointments contained in Article 4(1), (3), (4) and (5) with effect respectively from those dates.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 9 – paragraph 3

3. The Commission shall review the application of this Directive and report to the European Parliament and the Council by 31 December 2021 ~~at the latest and every two years thereafter~~. The Commission shall evaluate in particular whether the objectives of this Directive have been achieved.

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 9 – paragraph 4

4. In its report, the Commission shall assess whether, in the light of developments in the representation of men and women in the boards of listed companies and at different levels of decision-making throughout the economy and taking into account whether the progress made is sufficiently sustainable, there is a need to extend the duration of this Directive beyond the date specified in Article 10(2) or to amend it.deleted

2013/09/02
Committee: JURI FEMM

Proposal for a directive
Article 10 – paragraph 2

~~2. It shall expire on 31 December 2028.~~deleted

2013/09/02
Committee: JURI FEMM