This paper is a single-case study on the European Commission’s (the Commission) proposal for a directive on improving gender balance among non-executive directors of companies listed on stock exchange. I aim to study the decision-making process of the Directive and, by applying the theories of multi-level governance and social policy, examine to what extent the proposal was negotiated and watered down during the negotiation process. I will do this by adopting a discourse analysis approach and using qualitative data such as EU documents, country statements and articles related to the proposal, to gather an in-depth understanding of the issue. 

My findings are straightforward. First, the EU social policy domain is a complex area and difficult to legislate on, within a multi-level governance system. Second, Euroscepticism is growing throughout Europe and several forces opposed the idea of more power being transferred to the EU. Lastly, Northern Member States as well as countries of Central and Eastern Europe (CEE), held a negative position throughout the process and argued against EU interference in the domestic social policies. The above-mentioned tensions were the cause of the controversial and lengthy negotiations on the Directive and the reasons why the decision-making process of this case lasted over 10 years. However despite the clear-cut assumptions, I found that the proposal was not watered down, but in fact the opposite.