Equality between women and men has long been one of the fundamental principles of employment law and social policy. In practice, however, its full implementation continues to present certain challenges. Poland is currently facing the parallel implementation of two key EU directives: Directive (EU) 2022/2381, commonly referred to as the Women on Boards Directive, concerning gender balance among the directors of listed companies, and Directive (EU) 2023/970 on pay transparency. At national level, these are reflected respectively in the draft Act amending the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, and the Act implementing certain provisions of European Union law on equal treatment[1], and the draft Act on strengthening the application of the principle of equal pay for men and women for equal work or work of equal value[2].

Gender quotas on the boards of listed companies

The draft legislation implementing Directive 2022/2381 provides that, by 30 June 2026, companies must achieve one of two objectives: either at least 40% of non-executive director positions must be held by members of the under-represented sex, or at least 33% of all director positions, including both executive and non-executive directors, must be held by members of the under-represented sex.

The requirement applies to listed companies of a specified size, namely the largest entities, and excludes micro, small and medium-sized enterprises.

The draft legislation also provides for:

• an obligation for general meetings to adopt gender balance policies setting out objectives and measures aimed at increasing the representation of women and men on company bodies;
• reporting obligations for management boards concerning progress towards those objectives;
• administrative sanctions for failure to comply with formal obligations, including fines of up to PLN 500,000.

Importantly, the draft also requires companies to adopt gender balance policies, report on their implementation and apply gender-neutral recruitment criteria.

Where candidates have equivalent qualifications, priority is to be given to the candidate belonging to the under-represented sex.

Pay transparency

According to the explanatory memorandum, the draft legislation intended to implement Directive 2023/970 is based on the premise that reducing pay inequalities requires greater access to information about pay structures.

A key element of the reform is the obligation to evaluate work on the basis of objective criteria, namely skills, effort, responsibility and working conditions.

Employers will be required to establish and make available the rules governing the determination of pay. Employees will also be entitled to obtain information about their own pay and about the average pay levels of women and men performing equal work or work of equal value.

At the same time, employers will no longer be permitted to prohibit employees from disclosing their own pay where such disclosure is made for the purpose of pursuing claims relating to pay discrimination.

Another important mechanism will be the obligation for employers with at least 100 employees to report on the gender pay gap.

Where an unjustified pay gap exceeding 5% is identified, the employer will be required to take remedial action and conduct a joint pay assessment with employee representatives.

Employers who fail to comply with their obligations, including failure to carry out job evaluation, refusal to provide information, failure to submit a report or failure to conduct a joint pay assessment, may be subject to a fine ranging from PLN 2,000 to PLN 60,000.

It should nevertheless be emphasised that pay transparency does not mean full disclosure of individual salaries. The rules and criteria used to determine pay will be transparent, but the precise amount earned by each individual employee will not be made public.

Potential impact of the new legislation

From a legal perspective, both draft acts strengthen the enforceability of the principle of equality by introducing:

1. specific and measurable indicators;
2. reporting obligations;
3. administrative sanctions; and
4. an enhanced role for supervisory authorities.

An increase in the number of proceedings may therefore be expected, both in the context of regulatory inspections conducted by the National Labour Inspectorate and, in relation to public companies, the Polish Financial Supervision Authority, as well as in court proceedings involving claims for pay equalisation or compensation.

From an economic and corporate governance perspective, the new rules will generate significant compliance costs. These may include investment in HR and IT systems, legal and consultancy services, training and pay audits. Listed companies will also need to revise their nomination and management policies.

At the same time, the recitals to the directives identify a number of potential long-term benefits, including more effective use of human resources, higher employee retention and motivation, an enhanced ESG reputation and more effective corporate oversight resulting from greater gender diversity.

Assessment

Gender quotas in listed companies and pay transparency should not be regarded as separate, purely technical reforms. Together, they form a coherent package of equality legislation.

The proposed Polish legislation implementing Directives 2022/2381 and 2023/970 shifts the emphasis away from declaratory prohibitions on discrimination and towards structural equality mechanisms based on data, measurable indicators and disclosure obligations.

For Polish companies and employers, this marks the beginning of a new era: one in which pay is no longer treated as a taboo subject and informal recruitment practices give way to the conscious management of diversity and transparency. These matters are becoming not only elements of legal compliance, but also factors affecting competitiveness and market credibility.

The question remains, however, to what extent the new rules will lead to genuine equality of opportunity between women and men, rather than merely encouraging businesses to comply formally with statutory requirements.

^[1] NLegislative work list reference: UC63. On 12 June 2026, the draft legislation was submitted to the Sejm of the Republic of Poland.

^[2] Legislative work list reference: UC127.