Resetting the Boardroom: Gender, Governance & the Women on Boards Directive

As Malta steps into 2026, corporate governance is entering a period of structural recalibration. The integration of the EU Women on Boards Directive (EU 2022/2381) into Malta’s regulatory framework places women’s leadership not at the margins of governance reform, but at its core. This is not a standalone diversity initiative. It is part of a broader evolution in how boards are expected to function, exercise oversight, and contribute to long term value creation.

Implemented locally through the MFSA Capital Markets Rules in December 2024, the directive requires large equity listed companies to meet one of the following thresholds by 30 June 2026:

• 40% of non-executive director positions, or
• 33% of all director positions

to be held by women. For listed companies, this introduces a defined regulatory obligation. For boards and women leaders alike, it marks a decisive shift in how board effectiveness and leadership capability are assessed.

From representation to influence

While the directive is often discussed in numerical terms, its regulatory intent is more substantive. At the EU level, the framework emphasises transparent, merit-based appointment procedures, objective selection criteria, and documented decision-making processes. These requirements are designed to address structural barriers to board access, rather than mandate appointments based solely on gender.

In the Maltese context, where board appointments have historically relied on informal networks and familiarity, this represents a material governance shift. Boards are now required to demonstrate how candidates are identified, evaluated, and selected against defined competencies and strategic needs.

This creates space for a broader and more professional view of board composition, one that recognises women with executive, financial, sectoral, and governance experience as integral to board effectiveness rather than exceptional appointments. Importantly, the directive reinforces a principle well understood in governance practice: diversity and competence are complementary, not competing, considerations.

Governance gaps create leadership opportunity

The timing of the directive is significant. According to the Malta Chamber’s 2024 Family Business Survey, governance structures across Maltese businesses are weakening rather than strengthening:

• Only 67% of family businesses report having functioning boards, down from 83% in 2022
• Just 31% have independent non-executive directors
• Only 36% have a written succession plan
• Only 32% have a written strategic plan

These indicators point to a governance gap, particularly in oversight, independence, and long-term planning. They also signal opportunity. As boards recognise the need for stronger structure, independent challenge, and strategic discipline, women with the appropriate skills and experience are well positioned to assume roles that carry real responsibility and influence.

Board expectations in 2026 and beyond

By 2026, expectations of directors in Malta will extend beyond compliance and fiduciary formality. Boards are increasingly expected to demonstrate:

Independent judgement

Directors must be capable of constructive challenge, testing management assumptions, and exercising oversight that is informed but not deferential. Independence is reflected not only in status, but in behaviour and mindset.

Strategic contribution

Boards are expected to engage meaningfully with long-term strategy, risk oversight, and organisational resilience. The absence of formal strategic planning in many Maltese companies underscores the growing importance of directors who can operate confidently at this level.

Succession stewardship

Succession planning, both executive and board level, is now recognised as a core governance responsibility. Directors are expected to safeguard leadership continuity and institutional memory.

Skills-based composition

Effective boards are deliberately constructed, with complementary skills, experience, and perspectives aligned to organisational needs. Gender balance supports this model by broadening the range of leadership approaches and professional backgrounds at the table.

Why women on boards matter

Women’s participation at the board level is not a question of optics or symbolism. It is directly linked to decision-making quality, risk oversight, and boardroom dynamics. Gender balanced boards are more likely to reflect diverse professional journeys, leadership styles, and approaches to challenge and accountability.

For Malta’s listed companies, achieving the 2026 thresholds will require proactive planning. This includes identifying women with governance capability, sector knowledge, and the confidence to contribute in high-stakes decision-making environments. It also requires boards to foster conditions that enable effective contribution, including clear role definition, inclusive board culture, and timely access to information.

The role of NEDs

Non-executive directors operate at the intersection of governance and leadership. Their mandate is to provide independent oversight, bring an external perspective, and hold executive management to account. In Malta, where independent non-executive directors remain comparatively limited, the Women on Boards Directive is likely to accelerate demand for directors who combine independence with influence.

For women stepping into non-executive roles, this represents an opportunity not merely to occupy seats, but to help shape governance standards, boardroom culture, and strategic discipline.

Leadership beyond compliance

While the June 2026 deadline is fixed, the real measure of success will be how boards evolve in response. Organisations that approach gender balance as a last-minute compliance exercise risk missing the broader governance transformation underway.

By contrast, boards that engage early through composition reviews, skills assessments, and structured succession planning can use the directive as a catalyst for renewal. This approach aligns regulatory compliance with stronger leadership and governance outcomes.

A defining moment for women leaders

The Women on Boards Directive signals a shift in how leadership is understood at the highest level of corporate decision-making. For women in Malta, it opens pathways to influence, responsibility, and long-term impact.

The conversation in 2026 is no longer about whether women belong in the boardroom. It is about how women leaders will help shape the next phase of corporate governance, one defined by accountability, strategic clarity, and resilient leadership.

About the Author

This article was authored by Louise Vella, Director, AML Compliance Department.