MANDATORY WOMEN DIRECTORS IN CORPORATE GOVERNANCE

The mandatory appointment of women directors is among the most significant corporate-governance reforms of the Companies Act 2013. It gave statutory form to a constitutional promise of equal participation, and it worked the change it was most directly designed to achieve: women are now present in Indian boardrooms in numbers that would have been unimaginable a decade ago. To that extent the reform deserves the description ‘watershed’. But this study’s central finding is that numerical compliance has outpaced substantive inclusion. By pitching the mandate at a single director, by tolerating promoter-relative appointments, by confining the independence requirement to the largest companies, and by enforcing through fines too modest to deter, the law secured the form of board gender diversity while forfeiting much of its substance. Critical-mass theory and the empirical record agree that it is proportion, independence and active engagement—not the bare presence of one woman—that make diversity matter. The comparative experience of Norway and the European Union shows that more ambitious thresholds, backed by sanctions that bite, can move boardrooms decisively beyond tokenism; and India’s own Article 15(3) gives it the constitutional freedom to be that ambitious, a freedom the United States conspicuously lacks. The task for the next phase of reform, therefore, is not to retreat from the mandate but to mature it: from one woman to a critical mass, from related to independent, from token to voice, and from symbolic compliance to genuine accountability. Only then will the seat in the boardroom become a seat at the table.

Companies Act 2013 (India). Companies Act 1956 (India). Companies (Appointment and Qualification of Directors) Rules 2014 (India). Constitution of India 1950. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies [2022] OJ L315/44. Allmennaksjeloven (Public Limited Liability Companies Act) 2003 (Norway). Loi n° 2011-103 du 27 janvier 2011 relative à la représentation équilibrée des femmes et des hommes (Copé–Zimmermann Law) (France). Legge 12 luglio 2011, n. 120 (Golfo–Mosca Law) (Italy). Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen (FüPoG 2015; FüPoG II 2021) (Germany). California Senate Bill 826 (2018), California Corporations Code § 301.3; Assembly Bill 979 (2020). Financial Conduct Authority, Listing Rules (LR 9.8.6R) (United Kingdom).