The Act was promulgated August 3, 2026, and takes effect on August 18, 2026. Introduces new requirements regarding gender balance on corporate governing bodies, namely the management board and the supervisory board. The new regulations apply to companies with their registered office in Poland whose shares are admitted to trading on a regulated market in at least one Member State; they do not apply to microentrepreneurs and small and medium-sized enterprises (Article 90gb, paragraphs 1–3). An underrepresented gender is the gender whose representatives hold no more than 49% of all positions in these bodies (Article 90gb, paragraph 4).
The company is required to ensure gender balance in its governing bodies. The Act considers this requirement to be met when all of the following conditions are met:
The gender balance policy is adopted by the general meeting by resolution. Deadline (Article 3 of the Act):
The policy or regulations replacing it should specify, in particular, the rules governing the selection process for a specific position, aimed at ensuring the participation of the underrepresented gender in the company’s governing bodies, the rules for nominating candidates, career development programs for women and men, and a human resources management strategy. A separate policy is not required if other regulations adopted by the company already include the principles specified in the Act. The company is required to make the policy or the regulations replacing it available on its website.
Each year, the management board or the administrative board shall prepare a report on the representation of women and men in the company’s governing bodies and on the measures taken to ensure gender balance; this obligation may be delegated to the supervisory board (Article 90gi, paragraph 3). The first report must be submitted to the relevant government agency by October 31, 2026. (Section 4 of the Act).
The report includes (Article 90gi, paragraph 2):
The report may constitute a separate section of the annual report. Immediately after its preparation, the company makes it available on its website. Regardless of its publication, the company shall submit the report for the previous year to the relevant government agency by June 30 of each year, and if the report constitutes a separate section of the annual report, within 6 months from the end of the fiscal year to which it relates.
The specific deadline of October 31, 2026, applies to the submission of the first report.
The Act does not provide for a direct monetary penalty simply for failing to meet the 33% target. If a company fails to meet during the reporting period, It identifies the causes and provides a comprehensive description of the measures already taken and those planned. If a company does not meet either of the two conditions for required representation—that is, the threshold close to 33% or the presence of members of the underrepresented gender in each governing body—it must apply the specific rules described below in subsequent selection processes. These rules cease to apply once both conditions are met.
The selection process requires that:
The Financial Supervision Authority may impose a fine up to 500,000 PLN for failure to perform or improper performance of obligations regarding the application of the required rules for the selection of members of the company’s governing bodies, as well as the obligation to prepare an annual report on the representation of women and men in the company’s governing bodies and on the measures taken to ensure gender balance (Art. 90ge, Art. 90gi(1), and Art. 96e(2)). It may also issue recommendations to the company aimed at ceasing such violations (Art. 90gj). However, the Act does not specify a direct monetary penalty for the mere failure to ensure that members of the underrepresented gender hold a number of positions as close as possible to 33% of all positions on the company’s governing bodies and are represented in each of those bodies. Nor do the sanctions under Article 96e(2) explicitly mention the failure to fulfill other obligations, in particular the failure to adopt or publish a gender balance policy on the company’s website, failure to publish the report on the website, or failure to submit it to the competent government agency. However, it cannot be ruled out that certain violations in these areas will be deemed a failure to fulfill or improper fulfillment of the obligations subject to the sanction. The scope of the term „improper performance” and the approach to classifying individual violations will depend on the practice of the Polish Financial Supervision Authority and other competent authorities.
In addition to the sanctions imposed by the Polish Financial Supervision Authority (KNF), the law also specifies civil liability. A candidate for whom the requirements described above regarding criteria, comparison of qualifications, or priority in cases of equivalent qualifications were violated during the selection process, may claim compensation in an amount not less than the minimum wage in effect as of the date the trial concludes, or damages. The case is heard in accordance with the rules of civil procedure, but not under commercial or labor law proceedings. If a candidate belonging to an underrepresented gender demonstrates circumstances that allow for the conclusion that he or she possessed qualifications at least equivalent to those of the selected candidateof the opposite sex, the company must demonstrate that it did not violate the requirements of the selection process.
It is worth noting that the President of Poland signed the bill and it was published in the Journal of Laws, but at the same time was referred to the Constitutional Tribunal as part of a follow-up review. The Act is in force and binding on companies as of its effective date, regardless of those proceedings; however, it cannot be ruled out that the Constitutional Tribunal may find it unconstitutional in the future.
Timeline
August 3, 2026 | August 18, 2026 | first general meeting a convened meeting after August 18, 2026 | October 31, 2026 |
promulgation of the law | the law's entry into force | adoption of a gender balance policy If the first general meeting is held within 2 months of the Act’s entry into force, the policy must be adopted within 4 months of that date. | the first transfer reports |
Obligations, Deadlines, and Penalties
Area | What should you do? | Date | Penalties and Claims |
Gender Balance in Governing Bodies | Members of the underrepresented gender should hold a number of positions that is as close as possible to 33% of all positions on the company’s governing bodies and should be represented on each of those bodies. | The Act does not specify a separate deadline for achieving the goal. The obligation to ensure gender balance applies as of the date the Act enters into force. The results of the implementation of this obligation must be reported in the first report by October 31, 2026. | There is no direct penalty for simply failing to meet the 33% target. However, it is necessary to explain the reasons and identify corrective actions in the report. It cannot be ruled out that certain violations in this regard will be considered a failure to perform or improper performance of obligations subject to sanctions. This will depend on the practices of the authorities. |
Gender Equality Policy | The policy is adopted by the general meeting by way of a resolution. A separate document is not required if the relevant rules are already included in the company’s other regulations. The policy or the regulations that replace it must be made available on the company’s website. | As a general rule, by the end of the first general meeting convened after August 18, 2026. If that meeting concludes within 2 months of the Act’s entry into force, the policy must be adopted within 4 months of that date. | There is no separate monetary penalty specified solely for failure to adopt the policy. However, it cannot be ruled out that certain violations in this regard may be deemed a failure to perform or improper performance of the obligations subject to sanctions. This will depend on the practice of the authorities. |
Annual Report | The report presents the representation of women and men on governing bodies, the types of positions held, and the measures taken. If the target has not been met, the reasons must be stated, and the actions taken and planned must be described. The report may constitute a separate section of the annual report. It must be published immediately on the company’s website and submitted to the relevant government agency responsible for equal treatment. | First report: through October 31, 2026. – If the report constitutes a separate section of the annual report, it must be submitted within 6 months of the end of the fiscal year to which it relates. Publication on the website: immediately after it is drawn up. | The Polish Financial Supervision Authority (KNF) may impose a fine of up to 500,000 PLN on a company for failure to comply with or improper compliance with the obligation to prepare an annual report. |
Selection of Individuals for Governing Bodies | The criteria must be established before the process begins, and they must be neutral, clear, unambiguous, and applied without discrimination. Selection is based on a comparison of qualifications, and in cases of equivalent qualifications, preference is generally given to a candidate from an underrepresented gender. | In subsequent selection processes, until the company meets both conditions for the required representation. | The Polish Financial Supervision Authority (KNF) may impose a fine of up to 500,000 PLN on the company. The candidate may seek compensation in an amount not less than the minimum wage or damages. |
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