On 30 June 2026 the deadline expired by which, under Article 5 of Directive (EU) 2022/2381 of 23 November 2022, listed companies in the Union were to reach one of the two gender-balance objectives for boards (EUR-Lex). On 2 July 2026 CONSOB (Commissione Nazionale per le Società e la Borsa, the Italian Companies and Exchange Commission) published the “2025 Report on corporate governance of Italian listed companies”, subsequently presented in Rome in September (CONSOB). According to CONSOB’s newsletter, at the end of 2025 the presence of women on boards of directors “is close to 44% (above the minimum threshold of 40% required by law)” (our translation), but women chairs fell to 21, from 28 the previous year, and women chief executive officers to 17, against 18 in 2024 (CONSOB). The Italian figure exceeds the European threshold, while top positions are moving in the opposite direction.
Directive (EU) 2022/2381: objectives, reporting obligations and deadlines
The Directive concerns companies whose shares are admitted to trading on a regulated market, excluding SMEs, and Article 5 requires one of two objectives to be reached by 30 June 2026: that members of the underrepresented sex hold “at least 40 % of non-executive director positions”, or at least 33 % of all director positions. Article 7 requires listed companies to provide information to the authorities each year on gender representation, distinguishing between executive and non-executive directors, and to publish it on their website; companies that have not reached the objective must state “the reasons for not achieving the objectives and a comprehensive description of the measures” taken or envisaged, and Member States publish a centralised list of the companies that have reached it. Transposition was to be completed by 28 December 2024 (Article 11); the special report that the Commission must draw up by 29 December 2026 concerns, under Article 13, inter alia the conditions for suspension provided for in Article 12, while the general review is set for 31 December 2030.
On 11 June 2026 the Director of the European Institute for Gender Equality (EIGE), Carlien Scheele, reported that since October 2025 women have accounted for just under 40 % of non-executive directors in the EU’s largest listed companies and around one third of all seats, but only just over 10 % of chairs and just under 10 % of chief executive officers; one year after the transposition deadline 18 Member States had transposed the Directive and two had reported no measures (EIGE). The EIGE data concern the largest listed companies in each country, the CONSOB data the 184 Italian listed companies examined in the Report: the two sets have different perimeters and should not be compared as if they were homogeneous.
The Italian regime: the quotas of the Consolidated Law on Finance
Italy has not adopted a dedicated transposition act. EUR-Lex records two national implementing measures for Italy: Article 1(305) of Law No 160 of 27 December 2019 and the Consolidated Law on Finance (TUF), Legislative Decree No 58 of 24 February 1998, with the description “Articoli vari” (various articles) (EUR-Lex). The substantive rules derive from paragraphs 302 and 303 of the same Article, which rewrote the gender clauses of Articles 147-ter and 148 of the TUF (Normattiva).
In the text currently in force, Article 147-ter(1-ter) provides that the articles of association are to ensure gender balance in the allocation of the directors to be elected: “The less represented gender must obtain at least two fifths of the directors elected” (our translation), for six consecutive terms of office. If the composition does not comply with the criterion, CONSOB warns the company to comply within four months; in the event of non-compliance it imposes a fine of EUR 100 000 to EUR 1 000 000 and sets a new deadline of three months, on the expiry of which without compliance “the elected members forfeit their office” (Normattiva). Article 148(1), as amended by Legislative Decree No 47 of 27 March 2026, applies the same scheme to the control body, with a quota of two fifths, or one third where the body consists of three persons, and a fine of EUR 20 000 to EUR 200 000 (Normattiva). Paragraph 305 requires CONSOB to report each year to the Department for Equal Opportunities on the outcome of its checks.
Since the two fifths are calculated on all those elected, the Italian rule exceeds, by construction, the European objective of 33 % of all positions, as Article 9 of the Directive allows, subject to the transitional exception discussed below. The difference is also one of method: the Directive sets an objective with procedural obligations, whereas the TUF imposes a result backed by warning, fine and forfeiture of office.
The CONSOB 2025 data: board composition and top positions
At the end of 2025 the share of positions held by women “is close to 44% of all director positions and 41% of those as members of control bodies”; in table 2.8 the average female share on boards is 43.6 %, and in about one company in five (19 %) women are as numerous as or more numerous than men (CONSOB).
According to the Report, women holding the position of chief executive officer or chair are found in “a small number of listed companies with low capitalisation”. Table 2.10 records 21 women chairs in 2025, against 28 in 2024 and 31 in 2023, and 17 women chief executive officers, against 18 and 20; the weight in total capitalisation of companies with a woman chair falls from 11.9 % to 7.3 %, and that of companies with a woman chief executive officer from 4.2 % to 3.2 %. Women also hold independent roles in 72.9 % of cases, men in 37.5 %, and just under 26 % of women directors sit on more than one board, so-called interlocking. The data describe women present on boards mainly as independent directors and rarely at the helm of companies.
The selection procedure under Article 6: neutral criteria and burden of proof
Article 6(1) of the Directive requires listed companies that do not achieve the objectives to adjust their selection process: candidates are to be selected on the basis of a comparative assessment of their qualifications, and “clear, neutrally formulated and unambiguous criteria shall be applied in a non-discriminatory manner throughout the entire selection process”, established before the selection begins. Where qualifications are equal, priority goes to the candidate of the underrepresented sex, save in exceptional cases; candidates may request the criteria and the comparative assessment and, where they establish facts from which equal qualifications may be presumed, the burden of proof shifts to the company. Recital 39 cites among possible criteria professional experience in managerial or supervisory tasks and international experience (EUR-Lex).
Articles 147-ter and 148 of the TUF contain no rules on the selection procedure: the articles of association govern the formation of lists and replacements solely in order to ensure the required allocation. In our view, since adjustment of the procedure is required of companies that miss the objective and Italian listed companies are subject to a higher quota, transparency of selection criteria remains in Italy a matter of corporate governance choice rather than an obligation.
Board competences and appointment criteria: guidance from the Bank of Italy and the OECD
The positions of chair and chief executive officer are not subject to any numerical objective, either in the Directive or in the TUF. We consider that the gap should be measured in the periodic board evaluation and that succession plans and criteria for assigning executive powers and chairmanships could follow the logic of Article 6.
On technological competences, in July 2026 CONSOB reported that the OECD Corporate Governance Committee, of which it is a member, has launched a survey on artificial intelligence and corporate governance addressed also to Italian listed companies (CONSOB). For supervised intermediaries, the Bank of Italy indicated on 17 July 2026 that “it is important that the administrative and management body include among its members persons with adequate technological skills, including in the field of artificial intelligence” (Bank of Italy), a passage examined in our article on frontier artificial intelligence in the boardroom. In our view when the required profiles are redesigned, the criteria must remain gender-neutral, and updating competences is an opportunity to widen the pool of candidates for chairmanships and executive roles. A rigidly formulated technological requirement would instead risk narrowing it, because it draws on fields in which the presence of women is itself an open issue, as we have noted with regard to gender equality in technical standardisation.
Critical aspects: company-level transparency, newly listed companies and top positions
The first aspect is transparency. In the sources examined we have not identified the centralised list of companies that have reached the objectives provided for in Article 7, nor a single public venue for listed companies’ annual reports; the notified measure, paragraph 305, provides for a communication by CONSOB to a government department, not for publication company by company. Compliance with the objectives is therefore documented in aggregate form, not for each individual company.
The second aspect is textual: paragraph 304 of Law No 160 of 2019 applies the two fifths from the first renewal following its entry into force, but preserves the criterion of at least one fifth for the first renewal following the start of trading (Normattiva). One fifth is below the 33 % required by Article 5: in our view, for newly listed companies at their first renewal, consistency with the European objective depends on the choices made in the articles of association, not on the law.
The third aspect concerns top positions. In our view the fall in the number of women chairs, with a share of women steadily above two fifths, indicates that the quota, once reached, is not sufficient on its own to change who holds top positions; the distinction between executive and non-executive directors provided for in Article 7 makes the gap visible, without correcting it.
Conclusions
According to end-2025 data, Italian listed companies as a whole exceed the numerical objectives of Directive (EU) 2022/2381 under rules that are older and stricter. Boards remain responsible for appointments as chair and chief executive officer, which have no gender objective; in the sources consulted there is no company-by-company publication. Boards and nomination committees would do well to adopt written, neutral selection criteria established in advance also for chairmanships and executive roles, and the periodic board evaluation should record the distribution of roles between the genders, not only the composition of the board.
Author: Valentina Grazia Sapuppo
