Gender Quota Regulation Proposal for the board of directors of Norwegian private limited liability companies

As it stands, the legislation targets companies with combined operating and financial revenue of MNOK 50 or more than 30 employees, with boards comprising more than three members. However, the regulation is intended to roll out in five stages based on company size and revenue.

Under the proposal, each gender shall constitute at least approximately 40% of the shareholder elected board members.

Today, gender quota regulations are mandated for listed public limited liability companies and state owned companies. If adopted, the proposed legislation – which shall also apply to inter alia certain partnerships, co-operatives and foundations – will significantly broaden the scope of gender quota mandates.

Timeline and implementation process

The proposal is expected to be considered by the Parliament by the close of 2023. If adopted, it will come into effect 1 January 2024. The regulation is intended to be implemented in five stages based on company size and revenue:

• 31 December 2024: Companies with combined operating and financial revenue of MNOK 100.
• 30 June 2025: Companies with over 50 employees.
• 30 June 2026: Companies with over 30 employees.
• 30 June 2027: Companies with a combined operating and financial revenue of MNOK 70.
• 30 June 2028: Companies with a combined operating and financial revenue of MNOK 50.

Determining the number of board members of each gender

As proposed, the number of board members of each gender will depend on the total number of board members. Given the size of most board of directors, it is not possible mathematically to reach the exact proportion of 40% of the underrepresented gender. Therefore, the required number of board members of each gender is proposed to be the number closest to the proportion of 40%:

• 3-4 board members: No more than two board members of the same gender;
• 5-6 board members: No more than three board members of the same gender;
• 7 board members: No more than four board members of the same gender;
• 8 board members: No more than five board members of the same gender
• 9 or more board members: No more than 60% of the board members of the same gender.

The proposed regulation will, as proposed, extend to deputy board members. However, a distinct rule will be in place for board members elected by the company's employees.