Driving gender diversity: New rules for Irish boardrooms

On 30 May 2025, Ireland formally adopted the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025 [S.I. No. 215 of 2025], marking a pivotal moment in the evolution of corporate governance and diversity policy across the EU.

These regulations transpose Directive (EU) 2022/2381 into Irish law, setting clear, binding targets for gender representation on the boards of certain listed companies and signalling a new era of accountability and transparency in the make-up of leadership teams.

What the regulations require

The regulations apply to “relevant listed companies”, meaning those with their registered office in Ireland and whose shares are traded on a regulated market in at least one EU Member State, excluding SMEs (defined as companies with fewer than 250 employees and turnover or balance sheet totals below €50 million and €43 million respectively).

By 30 June 2026, these companies must meet one of two gender balance objectives:

• At least 40% of non-executive director positions must be held by members of the underrepresented sex.
• Alternatively, at least 33% of all board positions (executive and non-executive combined) must be held by members of the underrepresented sex.

If these targets are not met, companies must report to the Minister for Children, Disability and Equality, including explanations and setting out their plans to address the shortfall. The regulations will remain in force until 31 December 2038.

Why this matters

The introduction of mandatory quotas marks a shift away from voluntary codes and aspirational targets. It is part of the EU’s wider commitment to gender equality and inclusive leadership, and it aligns with Ireland’s own national strategies and goals, such as Grant Thornton’s pledge under the Women in Finance Charter to reach 30% female representation at Partner level by 2025.

This regulatory push is not just about fairness, it’s also about performance. Many studies have shown that diverse boards tend to be more innovative, better at managing risk, and more responsive to stakeholder needs. The regulations are prompting cultural change, encouraging companies to rethink recruitment, succession planning, and board evaluation processes.

Progress to date: Ireland’s gender balance snapshot

Ireland has made notable progress in boardroom diversity. According to the latest Balance for Better Business report:

These figures show solid progress, though they also underline how far we still need to go, especially when it comes to executive roles.

Strategic implications for Irish companies

For Irish companies, especially those that now fall within scope due to recent size threshold changes under the Companies Act 2014, the implications are significant. Board composition must now be closely monitored, tracked, and reported. Companies will need to:

• Audit current board structures and identify gaps
• Develop gender-inclusive succession pipelines
• Improve transparency in board appointments
• Align governance policies with ESG and CSRD reporting frameworks

At Grant Thornton, we are already supporting clients through this transition by providing board advisory services, diversity audits, and leadership development programmes designed to meet both regulatory and strategic goals.

Looking ahead: Section 71 and the future of governance

While the Gender Balance Regulations are now in force, further reform is on the horizon. The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, enacted in November 2024, includes a package of modernising measures to the Companies Act 2014. One of these, Section 71, although not yet commenced, is expected to allow companies to voluntarily report the gender make-up of their boards.

This new provision will give companies the option to disclose the gender composition of their boards. It complements the Gender Balance Regulations by embedding transparency and accountability into the corporate reporting framework, and aligns with broader EU and Irish commitments to ESG and diversity disclosures.

Conclusion

The Gender Balance Regulations are not the end goal, but a starting point. With reporting obligations kicking in from 2026, companies will be expected to show not just compliance, but real commitment. The focus is shifting from representation to impact: how diverse boards influence strategy, culture, and long-term value creation.

Ireland’s move to adopt these regulations, together with the anticipated commencement of Section 71, is a bold step forward. It challenges us to lead by example, to build boards that reflect the society they serve, and to ensure that leadership is not just a privilege—but a shared responsibility.

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