1. Introduction
The “Gesellschaftsrechtliche Leitungspositionengesetz” (GesLeiPoG) was enacted on 25 March 2026 by BGBl. I Nr. 25/2026 (Federal Law Gazette) and comes into force on 30 June 2026. In implementing EU Directive 2022/2381 (“Women on Boards”), the Act aims to increase the proportion of women (or the under-represented gender) in management positions and to ensure gender equality in leadership roles. The GesLeiPoG introduces amendments to the “Aktiengesetz” (AktG, in particular § 86), the Act on the Statute for a European Company (SEG, in particular Section 45) and the “Arbeitsverfassungsgesetz” (ArbVG, in particular Section 110).
2. Scope of application
The scope of the Act covers supervisory boards of all listed companies whose shares are admitted to trading on a regulated market (within the EU/EEA). The number of employees and the size of the supervisory board are irrelevant. The quota rules apply to both management and employee representatives.
The regulations do not apply to the management boards of these companies (however, the supervisory boards may set individual targets for management board members).
3. Quota Regulations
Until now, there has been a 30% quota for the supervisory boards of listed companies. Under the GesLeiPoG, this will be increased to 40%, meaning that in future, at least 40% of the members of a listed company’s supervisory board must be women and at least 40% must be men. For unlisted companies with more than 1,000 employees, the old quota rule (30%) remains in force!
A special rounding rule is provided for the calculation of the quota should the 40% target not be precisely achievable due to the number of members on the supervisory board: the number of members that comes closest to 40% but does not exceed 49% shall then apply (§ 86 (6a) of the Austrian Stock Corporation Act (AktG)). First, 40% of the total size of the supervisory board is calculated and then rounded up to the nearest whole number. To prevent the 40% rule from becoming a 50% rule, there is an upper limit of 49%, so that half or more of the seats are never required.
Examples: If a supervisory board has 7 members, it must include at least 3 women and at least 3 men. If a supervisory board has 3 members, it must include at least 1 woman and at least 1 man. → This is well below 40%: if the quota cannot be met exactly in mathematical terms, the relevant figure may be less than 40%! |
As a general rule, when calculating the targets, a comprehensive assessment must be carried out involving both management and employee representatives. A separate calculation is permitted if either the management or the employee representatives object to the comprehensive assessment.
Note: The annex to the ‘Women on Boards’ Directive (Link) contains a table showing the required number of members in relation to the size of the supervisory board. |
These rules apply to elections and appointments to the Supervisory Board taking place after 31 December 2026. Existing Supervisory Board members are not affected by these rules; they may remain on the Supervisory Board until the end of their term of office.
4. Consequences
If the quota regulations are breached when filling a vacancy on the supervisory board, the appointment is void and therefore invalid (‘empty seat’). As this can have a significant impact on the supervisory board’s ability to function, this constitutes a very severe sanction.
5. To-do list for affected companies
- Adaptation of existing processes
- Thorough planning of future Supervisory Board appointments
- Early involvement of and consultation with the works council (regarding employee representatives)/overall assessment