40 Amendments of Vilija BLINKEVIČIŪTĖ related to 2012/0299(COD)
Amendment 43 #
Proposal for a directive
Title 1
Title 1
Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on improving the gender balance among non-executive directors of companies listed on stock exchanges and public undertakings and related measures (Text with EEA relevance)
Amendment 47 #
Proposal for a directive
Recital 7
Recital 7
(7) The efficient use of human capital is the most important determinant of an economy's competitiveness and is key to addressing the EU's demographic challenges, to competing successfully in a globalised economy and to ensuring a comparative advantage vis-à-vis third countries. There is a pool of highly trained and qualified women which is constantly growing as evidenced by the fact that 60 per cent of university graduates are female. A continued failure to draw on this pool in appointments to economic decision-making positions would amount to a failure to fully exploit skilled human capital.
Amendment 58 #
Proposal for a directive
Recital 14
Recital 14
(14) While this Directive does not aim to harmonise national laws on the selectionrecruitment, selection and appointment procedures and qualification criteria for board positions in detail, the introduction of certain minimum standards as regards the requirement for listed companies and public undertakings without balanced gender representation to take appointment decisions for non- executiveadjust their recruitment, selection and appointment procedures, amongst others by taking appointment decisions for 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.
Amendment 67 #
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 objective for the gender composition of boards of listed companies and public undertakings, 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 positions.
Amendment 73 #
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 objectives provided for in this Directive should apply omainly 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, but incentives to improve gender balance among 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 workforceshould also be provided.
Amendment 76 #
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 and public undertakings in whose boards members of the under- represented sex hold less than 40 per cent of non-executive director positions should make theadjust their recruitment, selection and appointment procedures 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.
Amendment 80 #
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. 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 82 #
Proposal for a directive
Recital 24
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 and public undertakings should not be obliged to appoint members of the under-represented sex to half or more of the non-executivmore than half of the 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 four, five or six non-executive directors, and at least three positions on boards with seven or eight non-executive directors.
Amendment 88 #
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 public undertakings 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 and public undertakings should therefore be required to disclose, upon the request of an unsuccessful candidate, not only the qualification criteria upon which the selectionrecruitment, selection or appointment 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 and public undertakings 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 89 #
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 or undertaking in question should be required to demonstrate the correctness of the choice.
Amendment 92 #
Proposal for a directive
Recital 30
Recital 30
(30) Member States should provide for effective, proportionate and dissuasive 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).
Amendment 94 #
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 third of all director positions, irrespective of whether they areprovided that both types of directors - executive orand non- executive - are represented in this quota.
Amendment 95 #
Proposal for a directive
Recital 33
Recital 33
(33) In addition to the measurincentives relating to non-executive directors, and with a view also toto further 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, and by 1 January 2018 in case of public undertakings. These commitments should aim to achieve tangible progress from the individual company's current position towards better gender balance.
Amendment 98 #
Proposal for a directive
Recital 34
Recital 34
(34) Member States should require listed companies and public undertakings 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 and public undertaking 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.
Amendment 101 #
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 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.
Amendment 102 #
Proposal for a directive
Recital 37
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 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 circumstances and given the growing discrepancies between Member States in terms of the representation of women and men on company boards, the gender balance on corporate boards across the Union can only be 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.
Amendment 103 #
Proposal for a directive
Recital 38
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 positions. This Directive does not interfere with the possibility for companies to appoint the most qualified board members, and it grants a sufficiently long period of adaptation for all listed companies and public undertakings.
Amendment 104 #
Proposal for a directive
Recital 39
Recital 39
Amendment 105 #
Proposal for a directive
Article 1
Article 1
This Directive lays down measures to ensure a more balanced representation of men and women among the non-executive directors of listed companies and public undertakings by establishing measures aimed at accelerated progress towards gender balance while allowing companies sufficient time to make the necessary arrangements.
Amendment 117 #
Proposal for a directive
Article 4 – paragraph 1
Article 4 – paragraph 1
1. Member States shall ensure that listed companies in whose boards members of the under-represented sex hold less than 40 per cent of the non-executive director positions make the appointments to those positadjust their recruitment, selection and appointment procedures and make their decisions 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 or at the latest by 1 January 2018 in case of listed companies which are public undertakingspublic undertakings. Member States may provide that the objective, laid down in paragraph 1, is met where listed companies and public undertakings can show that members of the under-represented sex hold at least one third of all director positions, provided that both types of directors - executive and non-executive - are represented in this quota.
Amendment 123 #
Proposal for a directive
Article 4 – paragraph 2
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 4950 per cent.
Amendment 127 #
Proposal for a directive
Article 4 – paragraph 4
Article 4 – paragraph 4
4. Member States shall ensure that listed companies and public undertakings are obliged to disclose, on the request of an unsuccessful candidate, the qualification criteria upon which the selectionrecruitment, selection or appointment 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 130 #
Proposal for a directive
Article 4 – paragraph 5
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 or public undertaking to prove that there has been no breach of the rule laid down in paragraph 3.
Amendment 131 #
Proposal for a directive
Article 4 – paragraph 6
Article 4 – paragraph 6
6. Member States may provide that listed companies and public undertakings where the members of the under-represented sex represent less than 10 per cent of the workforce are not subject to the objective laid down in paragraph 1.
Amendment 132 #
Proposal for a directive
Article 4 – paragraph 7
Article 4 – paragraph 7
Amendment 134 #
Proposal for a directive
Article 5 – paragraph 1
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.
Amendment 138 #
Proposal for a directive
Article 5 – paragraph 2
Article 5 – paragraph 2
2. Member States shall require listed companies and public undertakings 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.
Amendment 140 #
Proposal for a directive
Article 5 – paragraph 3
Article 5 – paragraph 3
3. Where a listed company or a public undertaking 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.
Amendment 141 #
Proposal for a directive
Article 5 – paragraph 4
Article 5 – paragraph 4
Amendment 144 #
Proposal for a directive
Article 6 – paragraph 2 – introductory part
Article 6 – paragraph 2 – introductory part
2. The sanctions must be effective, proportionate, progressive and dissuasive and mayshall include the following measures:
Amendment 146 #
Proposal for a directive
Article 6 – paragraph 2 – point a
Article 6 – paragraph 2 – point a
(a) early warning followed by progressive administrative fines;
Amendment 151 #
Proposal for a directive
Article 8 a (new)
Article 8 a (new)
Article 8a Equality body 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)1 are also competent for the promotion, analysis, monitoring and support of gender balance on the boards of listed companies. __________________ 1 OJ L 204, 26.7.2006, p. 23.
Amendment 152 #
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 1
Article 8 – paragraph 3 – subparagraph 1
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 and public undertakings 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.
Amendment 156 #
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 Article 5(2) and information about individual commitments taken by listed companies and public undertakings pursuant to Article 5(1).
Amendment 158 #
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), (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.
Amendment 159 #
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 and public undertakings, 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 recruitment, selection and appointments contained in Article 4(1), (3), (4) and (5) with effect respectively from those dates.
Amendment 162 #
Proposal for a directive
Article 9 – paragraph 3
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, after consulting the European Parliament, the Council and the European Social Partners, shall evaluate in particular whether the objectives of this Directive have been achieved.
Amendment 164 #
Proposal for a directive
Article 9 – paragraph 4
Article 9 – paragraph 4
Amendment 165 #
Proposal for a directive
Article 10 – title
Article 10 – title
Entry into force and expiry
Amendment 166 #
Proposal for a directive
Article 10 – paragraph 2
Article 10 – paragraph 2