Activities of Eva LICHTENBERGER related to 2012/0299(COD)
Plenary speeches (2)
Gender balance among non-executive directors of companies listed on stock exchanges (debate)
Gender balance among non-executive directors of companies listed on stock exchanges (debate)
Legal basis opinions (0)
Amendments (42)
Amendment 25 #
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 27 #
Proposal for a directive
Recital 4 a (new)
Recital 4 a (new)
(4a) The EU institutions, agencies and the ECB should lead by example concerning gender equality in decision making. Stringent rules on internal and external recruitment to all EU-institutions and agencies should be implemented without delay. Particular attention needs to be given to recruitment policies for senior management positions. The EU institutions and agencies should publish an annual report setting our their effort to that end.
Amendment 67 #
Proposal for a directive
Recital 14
Recital 14
(14) While tThis 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 necessarybut requires listed companies without balanced gender representation to adjust their recruitment, selection and appointment procedures 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 88 #
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 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 workforceto all directors.
Amendment 92 #
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 theThis Directive should therefore take account of the diversity of selection procedures that exists in Member States concerned.
Amendment 98 #
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-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 criteriaadjust their recruitment, selection and appointment procedures, 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 102 #
Proposal for a directive
Recital 22 a (new)
Recital 22 a (new)
(22a) Listed companies and public undertakings should consider putting in place training programmes and mentoring programmes for the underrepresented sex as one tool to achieve gender balance if there is a clear gender gap in the selection pool for recruitment to board positions.
Amendment 105 #
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 110 #
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 112 #
Proposal for a directive
Recital 26
Recital 26
(26) In line with thatArticle 23 of the Charter of Fundamental Rights of the European Union and where applicable related 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 criransparency in their recruitment, selection and appointment procedures while respecting private life with regard to the processing of personal data, recognised by the Articles 7 and 8 of the Charteria. 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 at least equally qualified as the candidate of the other sex in terms of suitability, competence and. Member States should ensure that companies that do not profgressional performance, and if an objective assessment taking account of all towards the Directive's key objective disclose additional information on their recruiteria specific to the individual candidates does not tilt the balance in favour of a candidatment, selection and appointment policies, and in particular deliver concrete plans to improve gender balance ofn the other sexir boards.
Amendment 118 #
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. This legislative instrument therefore respects the diversity of selection procedures while insisting that adjustments to these procedures are made in order to attain the aim of increasing the underrepresented sex' participation on boards is attained. 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 condiallows for a diversity of selections provided for by the case- law of the Court of Justiccedure with a view to attaining the objective of a more balanced gender representation in the boards of listed companies.
Amendment 120 #
Proposal for a directive
Recital 27 a (new)
Recital 27 a (new)
(27a) Where preselection of candidates is based on election or voting procedures, for example by workers or their representatives, the procedures throughout the whole process should be adjusted in order to contribute to the attainment of the objective of more gender balance on the board of directors as a whole, while ensuring that the sex of the director elected in this procedure is not in any way predetermined.
Amendment 122 #
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 134 #
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 andrestricted access to or exclusion from EU funding, 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 Articles 4(1) and 5.
Amendment 137 #
Proposal for a directive
Recital 31
Recital 31
Amendment 147 #
Proposal for a directive
Recital 32
Recital 32
(32) Since listed companies should aim to increase the proportion of the under- repthe percentage of women among executive directors is even lower, an additional incentive should be created to increasented sex in all decision-making positions, the number of female executive directors. Member States may provide that the objective laid down in this Directive should be considered to be met where listed companies can show that membedirectors of the under-represented sex hold at least one third of all director positions, irrespective of whether they are executive or non-executive under the condition that at least one of the executive directors is of the under-represented sex.
Amendment 149 #
Proposal for a directive
Recital 33
Recital 33
Amendment 159 #
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. If the percentage of the under-represented sex is lower than 30% by 2017 or by 2015 in case of public undertakings the suspension should be automatically revoked because of insufficient progress.
Amendment 169 #
Proposal for a directive
Article 1 – paragraph 1
Article 1 – paragraph 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 173 #
Proposal for a directive
Article 2 – paragraph 1 – point 1
Article 2 – paragraph 1 – point 1
(1) ‘listed company’ means a company incorporsituated 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;
Amendment 194 #
Proposal for a directive
Article 4 – title
Article 4 – title
Objectives with regard to non-executive directors
Amendment 201 #
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 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 or at the latest by 1 January 2018 in case of listed companies which are public undertakingsadjust their recruitment, including pre-selection, selection, or appointment procedures for all director positions, in such a way that they effectively contribute to the attainment of the said percentage at the latest by 1 January 2020 or at the latest by 1 January 2018 in case of public undertakings. Member States shall ensure that listed companies and public undertakings make the adjustments at the appropriate stages of the recruitment, pre-selection, selection or appointment process. In particular, Member States shall ensure that companies select candidates for a board position from a gender balanced selection pool and in case of an election procedure, ensure gender diversity in the composition of the short-list of candidates while ensuring that the sex of the director elected in this procedure is not in any way predetermined. To the extent that the selection procedure takes place on the basis of a comparative analysis of the qualifications of each candidate, Member States shall ensure that such adjustments include the application of pre-established, clear, neutrally formulated and unambiguous criteria.
Amendment 205 #
Proposal for a directive
Article 4 – paragraph 1 a (new)
Article 4 – paragraph 1 a (new)
1a. 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 they are represented among both types of directors – executive and non-executive. The number necessary for meeting this one third objective shall be the number closest to the proportion of one third.
Amendment 210 #
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 49 per cent or the number closest to the proportion of on third in case the objective referred to in paragraph 1 a new.
Amendment 213 #
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-executiveand in accordance with Article 23(2) of the Charter of Fundamental Rights of the European Union, Member States shall ensure that, in the recruitment, selection and appointment of directors, priority shall be given to the competent 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, unless an objective assessment taking account of all criteria tilts the balance in favour of the candidate of the other sex. In the case of a competence-based selection procedure, priority shall be given to the candidate of the under- represented sex in cases where that candidate is at least equally qualified as a candidate of the other sex in terms of suitability, competence or professional performance.
Amendment 219 #
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 to an unsuccessful candidate, the number and gender of the candidates in the selection pool while respecting their anonymity in accordance with EU law on data protection, the qualification criteria upon which the 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 222 #
Proposal for a directive
Article 4 – paragraph 4 a (new)
Article 4 – paragraph 4 a (new)
4a. Member States shall ensure that 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.
Amendment 226 #
Proposal for a directive
Article 4 – paragraph 6
Article 4 – paragraph 6
Amendment 241 #
Proposal for a directive
Article 5 – title
Article 5 – title
Amendment 244 #
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 exbased on the procedures described in Article 4 listed companies and public undertakings that have not yet achieved the objecutive 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.s in Article 4(1) or Article 4(2) publish a detailed plan with measures that will lead to progress towards these objectives within one year of adoption of this Directive;
Amendment 249 #
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, where applicable in their annual reports, once a year as from [twoone 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. Listed companies and public undertakings that have not yet achieved the objectives laid down in Article 4 (1) or (1 a new) shall provide additional information to the competent national authorities, where applicable in their annual reports, once a year as from [one year after adoption], about the progress made and measures taken in view of the objectives laid down in Article 4(1) or (2) and where applicable, about the gender of all appointed directors during the reference period and the percentage difference in remuneration and compensation scheme between men and women in executive and non-executive director positions. All information shall be published in an appropriate and accessible manner on their website.
Amendment 254 #
Proposal for a directive
Article 5 – paragraph 3
Article 5 – paragraph 3
3. Where a listed company does not meetor a public undertaking does not make progress towards the objectives laid down in Article 4 (1) or its own individual commitments taken pursuant to paragraph 1 of this Article(1 a new), the information referred to in paragraph 2 of this Article shall include the reasons for not reaching the objectives or commitments and aeving progress and a comprehensive description of the additional measures which the company has adopted or intends to adopt in order to meet the objectives or commitments.
Amendment 257 #
Proposal for a directive
Article 5 – paragraph 3 a (new)
Article 5 – paragraph 3 a (new)
3a. Member States shall require listed companies and public undertakings to report on adjustments in selection processes following the implementation of Article 4.1 to the works council where applicable.
Amendment 266 #
Proposal for a directive
Article 6 – paragraph 1
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. These sanctions shall come into force not later than [one year after adoption of this Directive].
Amendment 273 #
Proposal for a directive
Article 6 – paragraph 2 – introductory part
Article 6 – paragraph 2 – introductory part
2. The sanctions apply to listed companies or public undertakings infringing national provisions pursuant to Article 4 and Article 5 of this Directive. The sanctions must be effective, proportionate and dissuasive and may include the following measures:
Amendment 279 #
Proposal for a directive
Article 6 – paragraph 2 a (new)
Article 6 – paragraph 2 a (new)
2a. Member States shall report to the Commission on the sanctions that are in place to comply with the provisions of this Directive;
Amendment 288 #
Proposal for a directive
Article 6 – paragraph 2 – point b a (new)
Article 6 – paragraph 2 – point b a (new)
(ba) So as to ensure cross-compliance with other EU instruments, where obligations under this directive are breached, EU funding may be suspended.
Amendment 293 #
Proposal for a directive
Article 7 – paragraph 1
Article 7 – paragraph 1
Member States mayare encouraged to introduce or maintain provisions which are more favourable than those laid down in this Directive with a view to achieve the aim of Article 23 of the Charter of Fundamental Rights of the European Union and 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 marketare geared towards the aim of this Directive and do not go beyond what is necessary to achieve this aim and do not create unjustified discrimination.
Amendment 300 #
Proposal for a directive
Article 8 – paragraph 3 – subparagraph 2
Article 8 – paragraph 3 – subparagraph 2
The Member State in question shall notify this information to the Commission. The Commission shall inform the European Parliament and Council of the Member State's request. The suspension shall be automatically revoked if insufficient progress is made towards the aim of this Directive which is deemed the case if the percentage of the under-represented sex is lower than 30% by 2017 or by 2015 in case of public undertakings.
Amendment 304 #
Proposal for a directive
Article 9 – paragraph 1 a (new)
Article 9 – paragraph 1 a (new)
1a. The Commission shall present a report by 31 December 2015 on how the principles of this Directive can be incorporated into the rules governing the internal staffing procedures of all EU institutions and agencies. If appropriate this report should be accompanied by a legislative proposal extending the scope of the Directive to cover all EU institutions and agencies.
Amendment 306 #
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 issuepublish 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 issupublished by the Commission by 1 July 2017, and subsequent reports shall be issupublished within six months after notification of the respective national reports under paragraph 1.
Amendment 315 #
Proposal for a directive
Article 9 – paragraph 4
Article 9 – paragraph 4
4. In its report, the Commission shall, after consulting the European Parliament and the Council, 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.