Gender balance requirements for company boards – What Finnish listed companies need to know by Hannes Snellman

Finland is tightening its corporate governance framework to ensure stronger gender balance in company boards. Recent amendments to the Companies Act and the Corporate Governance Code introduce binding targets, expanded reporting obligations, and a “comply or explain” approach that will affect all listed companies. The following sections outline the key requirements, timelines, and practical implications for boards and nomination committees as they prepare for the 2026 general meetings.

Goals and timetable

The underrepresented gender must represent at least 40% of the board members of a company by 30 June 2026. More detailed minimum amounts can be found in the Companies Act and in the Corporate Governance Code. The goals must be taken into account in the preparation of board composition proposals for the general meetings taking place in the spring of 2026.

Scope of application

The provision in the Companies Act only applies to certain large listed companies. However, the corresponding amendments in the Corporate Governance Code practically extend the requirements to all companies listed on Nasdaq Helsinki and all Finnish companies listed on the Nasdaq First North Premier Growth Market segment.

Comply or explain

Any departure from the Corporate Governance Code’s Recommendation 8 requires that an explanation be provided already in connection with the publication of the proposal on board composition. The departure must also be disclosed in the notice of the general meeting.

More extensive reporting obligations

Issuers must report the gender balance of their board as part of their corporate governance statement. If the goal set forth in the Companies Act has not been reached, the issuer must explain why and also present courses of action on how to reach the goal. The Corporate Governance Code also sets forth that information concerning the management’s gender balance and the implementation of diversity principles must be reported.

Practical implications

The new regulation requires companies to review board compositions and also introduces new publication requirements. It is important for companies and their nomination committees to take these new requirements into account well before the general meetings of spring 2026.