Glass Lewis (GL) published its 2025 Benchmark Policy Guidelines for Ireland which are designed to supplement the UK Guidelines published last month.  The Guidelines apply from January 2025.

Notable amendments made to the Irish Guidelines this year include the following:

Gender Diversity:

• GL has updated its policy on gender diversity to state that it will generally recommend against the chair of the nomination committee at boards of companies listed on Euronext Dublin or Euronext Growth Dublin that have failed to meet the 25% gender diversity target set out by the Balance for Better Business review (this target was set at one gender diverse director last year).  This will apply unless there is a clear and compelling disclosure for why the target has not been met and is subject to certain mitigating circumstances.
• GL notes that, on 1 May 2024, the Balance for Better Business review announced that it would set a new target for organisations to exceed 40% female representation across company boards and senior leadership teams as part of a five-year strategy.
• GL also notes that the EU Directive on Gender Balance on Corporate Boards, which must be transposed into Irish law by 28 December 2024, requires publicly listed companies to achieve targets of at least 40% of non-executive positions, or 33% of all director positions, held by the underrepresented gender by 30 June 2026.  As a result, GL continues its expectation that boards of ISEQ 20 companies should be composed of at least 33% gender diverse directors but adds this year that they should strive for 40% female representation.

Affiliated Director:

• GL clarified that an affiliated director may include directors whose employers have a material relationship with the company or its subsidiaries or major shareholders.
• In relation to directors being considered to be affiliated directors where they have served as an employee of the company in the past five years, GL has added a footnote to explain why five years is the chosen time limit and its position where a director has served in an interim management position.

Board Independence: GL has clarified that, with regard to the proportion of the board that should be independent, GL accepts the presence of representatives of significant shareholders in proportion to their equity or voting stake in the company.