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Executive Summary
Editors (Tara Giunta, Partner, and Lianne Labossiere, Associate)
Snapshot of Corporate Governance Codes
North America
Canada (Michelle Yetter, Paul Hastings)
United States (Elizabeth Norton, Paul Hastings)Updated*
Latin America
Argentina (Melissa Kessler, Paul Hastings)
Brazil (Isabel Afonso, Paul Hastings)
Colombia (Candice Castaneda, Paul Hastings)
Mexico (Jena Griswold, Paul Hastings)
Africa
Morocco (Isabel Afonso, Paul Hastings)
South Africa (Lianne Labossiere and Lisa Nowlin, Paul Hastings)
Europe
European Union (Carmen Di Marino, Paul Hastings)
Austria (Sandra Mueller, Bettina Knoetzl, WOLF THEISS Rechtsanwälte GmbH) New*
Belgium (Anne-Françoise Art, Delwaide Avocats Advocaten)
Denmark (Marianne Philip, Kromann Reumert, Danish Corporate Governance Committee)New*
Finland (Nina Isokorpi, Johanna Ellonen, Roschier, Attorneys Ltd.)New*
France (Aline Poncelet, Paul Hastings)
Germany (Fritz Kleweta, Paul Hastings)
Italy (Carmen Di Marino, Paul Hastings)
Netherlands (Frans G.K. Overkleeft, NautaDutilh N.V.)
Norway (Anne Kjølseth Ekerholt, Advokatfirmaet Selmer, and Carmen Di Marino, Paul Hastings)
Spain (Ana Calvo Abril and Sol Zabala, Watson, Farley & Williams)Updated*
Sweden (Sara Mindus, Ebba Werkell, Hannes Snellman)New*
United Kingdom (Michelle Duncan, Paul Hastings)
Middle East
Middle East (Mona Al-Sharmani, Paul Hastings)
Egypt (Mona Al-Sharmani, Paul Hastings)
Israel (Tomer Maharshak and Roy Wiesner, Yuval Levy & Co.)Updated*
Jordan (Mona Al-Sharmani, Paul Hastings)
Tunisia (Mona Al-Sharmani, Paul Hastings)
Asia
China (Ananda Martin and Yi Lu, Paul Hastings)
Hong Kong (Vivian Wai-man Lam and Erika Ka-po Wan, Paul Hastings)
India (Kosturi Ghosh, Lavanya Chandan, Trilegal)New*
Indonesia (Patricia Tan Openshaw, Paul Hastings, and Rahayu Ningsih Hoed, Makarim & Taira S.)
Japan (Setsuko Ueno and Yuko Ohba, Paul Hastings)
Philippines (Patricia Tan Openshaw and Cristina Uy-Tioco, Paul Hastings)
Singapore (Patricia Tan Openshaw and Josefina P. Bautista, Paul Hastings)
Australia and New Zealand
Australia (Michelle Duncan, Paul Hastings)
New Zealand (Michelle Duncan, Paul Hastings)
Video
Hear from those Leading the Way

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Paul
Hastings

Breaking The Glass Ceiling: Women In The Boardroom

Paul Hastings presents the third 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 35 countries. This year we are also pleased to introduce video interviews with those leading the way on this issue. 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 an extensive executive summary of our findings, a chart outlining all gender parity-related corporate governance codes, and our detailed reports on the 35 countries we reviewed. For a PDF of the complete report, please click on the link at the end of the Table of Contents.

Click here to read the Executive Summary

Click here to view the Summary of Corporate Governance Codes

Click here to read the Executive Summary

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Summary of Corporate Governance Codes

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.
Austria Austrian Code of Corporate Governance published by the Austrian Working Group for Corporate Governance Business association Required for Listed Companies When appointing the members of a supervisory board, the general meetings of shareholders of listed companies are required inter alia, to pay reasonable attention to diversity with respect to the representation of both genders. No - -
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 -- -- -- -- -- -- --
Denmark Danish Corporate Governance Recommendations Exchange Comply or explain In assessing their composition and nominating new candidates, boards of directors shall take into consideration diversity, including gender. Also recommends that listed companies set objectives for diversity (i.e. gender, age, and international experience) at all management levels in companies, and prepare action plans. Companies are recommended to account for their objectives and their progress in their annual reports. -- -- --
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. -- -- -- -- -- --
Finland Corporate Governance Code issued by the Finnish Securities Market Association

Statement for Improving Corporate Governance of Unlisted Companies issued by the Finland Chamber of Commerce
Exchange

Business association
Comply or explain

Voluntary
The Code requires that both genders be represented on boards of listed companies. If a board does not have members of both genders, companies must explain on their website and in their annual Corporate Governance Statement.

Recommends that gender be taken into consideration when identifying candidates for directors.
--

--
-- --
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.
India -- -- -- -- -- -- --
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.  --
Sweden Swedish Corporate Governance Code issued by the Swedish Corporate Governance Board

Rulebook for Issuers by NASDAQ OMX Stockholm
Business association

Exchange
Comply or explain

--
Board members are collectively to exhibit diversity and breadth of qualifications, experience and background. Companies are to strive for equal gender distribution on the board. Nomination committees must issue a statement when the notice to the shareholders' meeting is issued, explaining its proposals with regard to the requirements concerning the composition of the board.

Does not specifically mention gender, but states that the board of directors shall be composed so that it "sufficiently reflects the competence and expertise required to govern a listed company and to comply with the obligations of such a company."
-- -- --
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.