Novela má posílit rovné zastoupení pohlaví v čele kotovaných společností

The government has submitted for comments a draft amendment to the Capital Market Business Act and other laws aimed at promoting equal representation of men and women in the management bodies of companies issuing investment securities. The proposed draft transposes the European Directive on improving the gender balance among directors of listed companies. The deadline for transposing the directive into Czech law expired at the end of 2024. Therefore, the government will propose that the Chamber of Deputies approve the amendment already in the first reading.

It should be noted that the new obligations will not apply to all listed companies. The amendment will affect only those with at least 250 employees and an annual net turnover exceeding the equivalent of EUR 50 million, or total assets exceeding the equivalent of EUR 43 million.

These companies will be required to set a binding target for the minimum representation of the underrepresented gender in their management body. The law offers two options for defining this target. Either at least 40% representation of the underrepresented gender among non-executive directors, together with a goal aiming for balanced of women and men among executive directors, or at least 33% representation of the underrepresented gender among all directors.

Companies will have to report in detail on the fulfillment of this target on their websites and in their annual reports. They will also have to provide justification if they fail to meet the target. The fulfillment of the target will be monitored by the Czech National Bank (ČNB). For companies not operating under a ČNB license, monitoring will be conducted by the Government Office.

Companies that do not meet the set target will be subject to stricter rules when appointing directors. When selecting new directors, they will have to establish clear, objective, and neutral criteria in advance, inform all candidates about them, and report them to the ČNB. The law also imposes an obligation to give preference to a candidate from the underrepresented gender if candidates have the same or comparable professional qualifications. Unsuccessful candidates will have the right to request an explanation of the reasons for selecting a candidate from the overrepresented gender.

For violations of these obligations, the ČNB may impose a fine of up to CZK 1 million. An unsuccessful candidate from the underrepresented gender may also seek protection through an anti-discrimination lawsuit if they were not given preference despite having the same or comparable qualifications. The burden of proof in such a dispute will lie with the company, and the unsuccessful candidate may be awarded appropriate redress.

Authors:

Jan Turek

Tomáš Černý