Government Wires a €2.5 Million Coima Ceiling Into the PSI Gender-Quota Stack — CMVM-Enforced Penalty Frame Transposes the EU Women on Boards Directive Into Lei 62/2017

Portuguese listed companies that fall short of the 33.3% under-represented-gender threshold on their boards face administrative fines of up to €2.5 million under the revised text of Lei 62/2017 (Law 62/2017, of 1 August), the bill the government has now tabled in the Assembleia da República (Assembly of the Republic). The revision transposes the European Union's Women on Boards Directive into Portuguese law and rebuilds the enforcement architecture around the Comissão do Mercado de Valores Mobiliários (CMVM — Securities Market Commission), the regulator already responsible for the prudential and disclosure file on companies admitted to trading on a regulated market.

The 33.3% floor itself is not new — it has been on the statute book since 2020 and applies to both administration (executive and non-executive directors) and supervision (audit board / fiscal council) boards of cotadas (listed companies). The novelty in the new bill is the penalty tier and the enforcement chain. A serious infraction — defined as a failure to meet the 33.3% floor combined with a failure to run a documented, comparable, criteria-based recruitment process for the under-represented gender — is punishable with a fine of between €12,500 and €2.5 million. A less-serious infraction — failure to publish, report or communicate the required gender-balance information — sits in a separate tier of between €5,000 and €1 million.

The recruitment-process condition matters because it is what gives companies a defence in the event they fall short of the quota. Under the new text, a cotada that misses the 33.3% threshold but can show it ran a pre-defined, aptitude- and competence-based comparative selection process, and that it gave preferência (preference) to the under-represented-gender candidate when qualifications were equal, can avoid the higher penalty tier unless there are "motivos legalmente substantivos" (legally substantive reasons) for the eventual choice.

The destination of the fine revenue is also overhauled. The current split — 40% to the Comissão para a Cidadania e a Igualdade de Género (CIG — Commission for Citizenship and Gender Equality), 40% to the CMVM and 20% to the state — disappears. Under the new text, 100% of the coima (fine) flows to the Estado (state) treasury, with CIG funding rebuilt through the state budget rather than parafiscal earmarking. The change tracks a wider Ministério das Finanças (Ministry of Finance) preference for consolidating administrative revenue inside the state budget rather than the regulator-and-cause-specific carve-out model that dominated the post-Troika regulatory build-out.

For the cotadas the practical question is how close to the 33.3% line the current PSI population sits at the moment of entry into force. The benchmark inside the CIG's own annual reports has hovered around the threshold for the headline PSI names, but several mid- and small-cap cotadas listed in the second-line PSI Geral run notably below the floor, and the smaller pool of independent non-executive director candidates with the kind of regulated-sector experience that audit-committee mandates demand is one of the binding constraints. The CMVM will publish administrative guidance on what counts as a compliant selection process before the law enters into force, and the largest auditing networks have already started issuing client briefings on how to document evaluator scoring and candidate shortlists to defeat the higher penalty band.

Across the EU the transposition window for the Women on Boards Directive ran through 2024, with Portugal arriving slightly behind the calendar. The bill now sits with the Comissão de Assuntos Constitucionais, Direitos, Liberdades e Garantias (Constitutional Affairs Committee) for specialty review before the floor vote.