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Table Of ContentsPaul Hastings
Breaking The Glass Ceiling: Women In The Boardroom
Paul Hastings presents the second edition of Breaking the Glass Ceiling: Women in the Boardroom, a comprehensive global survey of how countries are addressing the issue of gender parity on corporate boards.
Many of our lawyers from around the globe, along with several outside contributors, participated in this extensive report that examines legislative, regulatory, and private sector developments and trends in 30 jurisdictions. We hope you find our in-depth look at this critical issue both interesting and informative.
For your convenience and in support of our sustainability initiatives, we are pleased to offer the complete report online. Below you will find links to our executive summary and a chart outlining gender parity-related corporate governance codes for the jurisdictions covered.
Click here to read the Executive Summary
Click here to view the Summary of Corporate Governance Codes
To access the full report, please click the Table of Contents tab above.
Click here to read the Executive SummaryHOME |
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Summary of Corporate Governance Codes |
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| Country | Governance Code | Implement-ing Body |
Nature of Requirement |
Provision Regarding Gender Diversity |
Quotas | Existence of Board Term Limits |
Definition of Independent Directors |
|---|---|---|---|---|---|---|---|
| Argentina | Established by General Resolution No. 516/2007 of the Comisión Nacional de Valores | Regulator | Voluntary. Listed companies must “reply or explain” compliance in annual reports. | -- | -- | -- | -- |
| Australia | Corporate Governance Principles &Recommendations issued by Australian Stock Exchange Corporate Governance Council | Exchange | Comply or explain | Listed entities must: (1) establish and disclose a diversity policy; (2) disclose gender diversity objectives and progress; and (3) disclose the proportion of (a) women employees in the whole organization, (b) women in senior executive positions, and (c) women on the company’s board. | - | - | The board should consider several factors when determining the independent status of a director, including whether the director: (1) is a substantial shareholder of the company, (2) is employed or has previously been employed in an executive capacity by the company, and (3) has a material contractual relationship with the company. |
| Belgium | Belgian Company Code issued by Belgian Committee on Corporate Governance | Regulator | Mandatory. Pecuniary sanction and nullification of appointments made in violation of the code. | At least 1/3 of the directors of listed companies must be of a different gender than the other board members. Annual reports must discuss efforts made toward meeting minimum requirement of 1/3 of board members from a different gender. | Yes | -- | -- |
| Brazil | Corporate Governance Code published by the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa). Corporate Governance Code published by the CVM (Brazilian Securities and Exchange Commission) | Business association Regulator | Voluntary | -- | -- | -- | -- |
| Canada | National Policy 58-201 adopted by Canadian Securities Administrators | Regulator | Voluntary | -- | -- | -- | A member is independent if the individual has no direct or indirect material relationship with the issuer (i.e., a relationship that could reasonably interfere with the exercise of a member’s independent judgment). |
| China | Code of Governance for Listed Companies issued by China Securities Regulatory Commission and State Economic Trade Commission | Regulator | Required for Listed Companies | -- | -- | -- | -- |
| Colombia | -- | -- | -- | -- | -- | -- | -- |
| Egypt | Code of Corporate Governance adopted by the Egyptian Institute of Directors of the Ministry of Investment | Regulator | Comply or explain | ||||
| European Union | Green Paper on Corporate Governance, dated April 5, 2011, solicited Member States’ opinions regarding items concerning corporate governance, including gender diversity on corporate boards. However, no governance code has been adopted. | -- | -- | -- | -- | -- | -- |
| France | Corporate Governance Code of Listed Corporations adopted by AFEP-MEDEF | Business association | Voluntary. Companies must “comply or explain” non-compliance in annual reports. | For companies with securities traded on regulated market, each board should consist of at least 20% women within three years and at least 40% women within six years. | Yes | -- | To remain independent, a director must not have been a director for more than twelve years. |
| Germany | Corporate Governance Code adopted by Government Commission on the German Corporate Governance Code | Regulator | Voluntary | When appointing management boards, supervisory boards shall respect diversity and aim for appropriate consideration of women. Supervisory boards shall specify concrete objectives regarding their composition, which shall include an appropriate degree of female representation. | -- | -- | Supervisory board members must be independent, which is determined after considering such factors as material compensation from the company within the past two years and holding 10% or less of the company’s shares. |
| Hong Kong | Code of Corporate Governance Practices adopted by The Stock Exchange of Hong Kong Limited | Exchange | Voluntary | -- | -- | Yes. Non-executive directors should be appointed for a specified term. | If an independent, non-executive director serves more than nine years, his or her further appointment should be subject to a separate resolution for shareholder approval. |
| Indonesia | Code of Good Corporate Governance adopted by the National Committee on Governance | Regulator | Voluntary | -- | -- | -- | -- |
| Israel | -- | -- | -- | -- | -- | -- | -- |
| Italy | Italian Corporate Governance Code adopted by Italian Stock Exchange | Exchange | Comply or explain | In identifying candidates for directors, shareholders shall consider the gender of the candidates, among other things. | -- | -- | -- |
| Japan | Regulations for Listing issued by the Tokyo Stock Exchange | Exchange | Required for Listed Companies | -- | -- | -- | Independent officers may be an outside director or auditor. |
| Jordan | Corporate Governance Code adopted by the Jordan Securities Commission | Exchange | Comply or explain | -- | -- | -- | Independent members are not tied to the company or any of its upper executive management, affiliate companies, or its external auditors by any financial interests or relationships other than his or her shareholding in the company, that may be suspected to bring that member benefit. |
| Mexico | Corporate Governance Code drafted by the Committee on Corporate Governance. | Business association | Voluntary | -- | -- | -- | -- |
| Morocco | Code of Good Practice on Corporate Governance adopted by the National Commission on Corporate Governance | Regulator | Comply or explain | Management boards should be composed of members who, among other things, provide diversity including with respect to gender balance. | -- | -- | -- |
| Netherlands | Corporate Governance Code adopted by the Corporate Governance Code Monitoring Committee | Regulator | Comply or explain | Supervisory boards must aim to achieve a gender and age diversity and disclose its approach and efforts in this regard. | -- | None | Supervisory board members’ independence is determined according to several factors, including whether the member or relatives (1) are company managers or management employees, (2) have important business relationships with the company or affiliates, and (3) hold more than 10% of the company’s shares. |
| New Zealand | NZSX/NZDX Listing Rules issued by New Zealand Stock Exchange | Exchange | Comply or explain | In May 2012, interested parties made submissions to the New Zealand Stock Exchange on a proposed amendment to the NZSX/NZDX Listing Rules that would require listed companies to disclose in annual reports the gender composition of their boards, subsidiary boards, and senior management. | -- | -- | Independent Directors are those Directors who are not executive officers or the Issuers and who have no Disqualifying Relationship under the Listing Rules. |
| Norway | Code of Practice for Corporate Governance issued by the Norwegian Corporate Government Board | Regulator | Comply or explain | Code recommends that due attention should be paid to the balance between male and female members of the board. | -- | -- | |
| Philippines | Code of Corporate Governance issued by Securities and Exchange Commission | Regulator | Required for Listed Companies | -- | -- | -- | An independent director is a person other than an officer or employee of the corporation, its parent or subsidiaries, or any other individual having any relationship with the corporation, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. |
| Singapore | Code of Corporate Governance issued by the Monetary Authority of Singapore and Singapore Exchange Ltd. | Regulator and Exchange | Comply or explain | Boards and their committees should be comprised of directors who as a group provide an appropriate balance and diversity of skills, experience, gender, and knowledge of the company. | -- | The independence of any director who has served on the Board beyond nine years from the date of his or her first appointment should be subject to particularly rigorous review. | An independent director is one who has no relationship with the company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the company. |
| South Africa | King Code on Corporate Governance | Business association | Comply or explain | Code does not explicitly advocate for increased gender diversity but recommends that a board consider “whether its size, diversity and demographics make it effective” and lists gender as one of several factors of diversity. | -- | Code states that companies should implement a staggered rotation of non-executive directors and that at least one-third of non-executive directors should retire by rotation annually. | Independence is defined as the absence of undue influence and bias which can be affected by the intensity of the relationship between the director and the company. |
| Spain | Good Governance Code issued by the Comisión Nacional de Mercado de Valores (Spanish National Stock Exchange Commission) | Exchange | Comply or explain | Boards should reflect a diversity of knowledge, experience, and gender in order to pursue the social interests of a company. The Code recommends that female candidates should be nominated to cover vacancies of independent directors. | -- | Independent directors should not stay on boards for a continuous period of more than 12 years. | -- |
| Tunisia | -- | -- | -- | -- | -- | -- | -- |
| United Kingdom | UK Corporate Governance Code issued by the Financial Reporting Council | Regulator | Comply or explain | The search for board candidates should be conducted and appointments made on merit, against objective criteria, and with due regard for the benefits of diversity on the board, including gender. | -- | -- | The board should determine whether the director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment. The Code includes several factors that may be relevant to this determination, including whether the director has been an employee of the company within the last five years, represents a significant shareholder, and who has served on the board for more than nine years from the date of his or her first election. |
| United States | Corporate Governance Requirements (Rule 5600) issued by NASDAQ. Corporate Governance Standards adopted in the New York Stock Exchange’s Listed Company Manual. | Exchange | Required for Listed Companies | -- | -- | -- | NASDAQ Rule 5605 defines “independence” in terms of an individual’s relationship with a listed company, which would impair their independence. Section 303A.02 of the NYSE’s Listed Company Manual sets forth several “independence tests” to determine whether an individual qualifies as an independent director. The tests require the board of directors to affirmatively determine that an individual has no material relationship with the listed company. |