Act No. 300/2024 Coll. on Certain Measures related to Management of Listed Companies (the “Act”) will become effective on December 28, 2024. The Act transposes Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures.

The Act applies to a listed company which has its registered office in the territory of the Slovak Republic and whose shares are admitted to trading on a regulated market in one or more EU/EEA member states, save for micro-, small- and medium-sized enterprises.

In relation to gender balance in top management bodies (board of directors, supervisory board), the Act introduces objectives determining a percentage for representation of each gender in top management bodies which a listed company must achieve by June 30, 2026.

The Act also establishes measures in order to achieve a gender-balanced representation. In the period ahead, a listed company is required to adjust its internal process for selection of candidates for appointment or election to vacant director positions so that it will be based on an objective comparative assessment of the qualifications of candidates under the criteria. The new regulation will not apply to the already existing employment or mandate relationships with directors in top management bodies (on boards) in a particular listed company.

An unsuccessful candidate of the underrepresented sex may seek from the court an award of just satisfaction, non-economic (intangible) damages, or economic damages. The reverse burden of proof lies with a listed company, which is required to prove that there were statutory reasons for special consideration in favor of the candidate of the other sex.

A listed company is required to notify annually the Ministry of Labor, Social Affairs and Family of the Slovak Republic about the gender representation in its top management bodies. A penalty for failure to comply with this obligation, not even within an extended period, is up to EUR 100,000.  The listed company is also required to publish the information about gender representation on its website.

The Act will lose its effectiveness on December 31, 2038.