The Corporate Law Management Positions Act: what listed companies need to know now

Under the Corporate Law Management Positions Act (Gesellschaftsrechtliches Leitungspositionengesetz; GesLeiPoG), the gender quota on the supervisory boards of listed companies rises from 30 % to 40 %. Breaches may result in an "empty seat", rendering the election null and void. The new regulations have been in force since 30 June 2026 and apply to elections and appointments from 1 January 2027.

Women account for 48.8 % of all employees in Austria, and yet only 37.4 % of senior positions are held by women, according to Statistik Austria (2025). In 2026, women held 31.8 % of supervisory board seats at listed Austrian companies, compared with just 13.3 % of executive board positions. The figures show that the 30 % quota for supervisory boards, in force since 2017, has had an impact, although many companies continue to meet only the legal minimum. On executive boards, where no quota applies, little progress is being made.

The "Women on Boards" Directive and its implementation

With the GesLeiPoG, Austria is transposing the provisions of Directive (EU) 2022/2381 of 23 November 2022 on improving the gender balance among directors of listed companies (the "Women on Boards" Directive) into national law.

The aim of the Directive is to achieve a more balanced representation of both genders on the governing bodies of listed companies. By comprehensively including all listed stock companies and SEs, the Austrian legislature goes beyond the minimum requirements laid down in EU law.

When implementing the Directive, Member States could choose between two models: either a minimum quota of 40 % for the under-represented gender on the supervisory board of an AG or the administrative board of an SE, or a minimum quota of at least 33 % for all director positions, including the executive board. Austria has opted for the first model: 40 % on the supervisory or administrative board, with no mandatory quota for the executive board.

In Austria, a statutory gender quota of 30 % has been in place since 2017 for the supervisory board of listed companies and of companies with more than 1,000 employees on a permanent basis. However, this applies only if the supervisory board comprises at least six shareholder representatives and that at least 20 % of the workforce consists of members of the under-represented gender. The GesLeiPoG builds on this foundation.

The changes in detail

Increase to 40 %, with no minimum size: From 1 January 2027, at least 40 % of the members of the supervisory board of a listed stock company and the administrative board of a listed SE must be women, and at least 40 % must be men, regardless of how many members the board comprises. The previous requirement for a minimum of six shareholder representatives no longer applies to listed companies. The scope of application is therefore significantly broader. With women making up an average of 31.8 % of supervisory board members, raising this figure to 40 % will force many companies to make specific changes to their board compositions.

Joint or separate fulfilment: In principle, the gender quota must be met jointly by shareholder and employee representatives. However, if the majority of one of the two groups objects to joint fulfilment no later than six weeks before an election or appointment, the minimum quota must be met separately. In practice, this requires timely coordination between both sides.

Voluntary objectives for the executive board: The supervisory board of listed companies may set individual quantitative objectives to improve gender balance among members of the executive board. The legislator did not introduce a binding minimum quota, contrary to the ministerial draft, which provided for at least one woman and one man on executive boards with more than two members. The Directive itself requires Member States to ensure that listed companies set individual quantitative objectives with a view to improving the gender balance among executive directors. The Austrian implementation, however, remains limited to an authorisation without any obligation. In addition, amendments to the Austrian Commercial Code (UGB) were adopted, requiring listed companies to report on progress toward achieving a more balanced representation of women and men on their management boards in their Corporate Governance Report.

Nullity as a sanction – the "empty seat": A breach of the statutory minimum quota renders the relevant election or appointment to the supervisory board null and void, making compliance with the quota mandatory. Unlike systems in other Member States that impose only fines, the Austrian regulation is particularly strict: failure to meet the quota does not result in an incorrectly composed supervisory board, but in an incomplete one.

Unlisted companies: For unlisted companies with more than 1,000 employees, the existing quota of 30 % remains in place.

The timeframe for preparation is tight; every supervisory board election from January 2027 onwards must take place under the new regime. This is what needs to be done now:

·       Review the composition of the board: Does your supervisory board meet the 40 % quota? If not, how many seats will need to be filled in the next election?

·       Review and document the selection process: Clear, pre-defined selection criteria are not only good governance but a legal requirement.

·       Coordination between shareholder and employee side: Agree at an early stage whether the quota will be met jointly or separately.

·       Check substitute members: The appointment of substitute members must also ensure compliance with the new quota.

·       Consider voluntary objectives for the executive board: Even without a legal obligation, expectations among investors and the public are rising.

·       Prepare reporting: The new transparency requirements for the Corporate Governance Report call for a structured recording and presentation of progress.

Authors: Stefanie Aichhorn-Wöss, Lena Ulreich