Corporate Governance in Romania
The corporate governance framework in Romania is shaped by a combination of national and EU norms and pieces of soft law, including the 2025 revised Corporate Governance Code of the Bucharest Stock Exchange[1].
The primary legislative layer is composed of: (i) Company Law No. 31/1990, a key piece of general legislation that regulates, inter alia, corporate structure, shareholder rights, and board responsibilities, defines the roles of shareholders, directors, and executive management, sets out rules for general shareholder meetings and shareholders’ rights and (ii) capital markets legislation, essentially including Law no. 24/2017 on issuers of financial instruments and market operations (“Issuers Law”), which transposes key EU directives, including EU Shareholder Rights Directive II.
Following the recent amendment of the Issuers Law under Law no. 11/2025, the corporate governance framework in Romania has been further aligned not only with the EU legislation through the implementation of the provisions of Women on Boards Directive and of the EU Corporate Sustainability Reporting Directive (CSRD), but also with market players’ expectations for a simplified and more investor friendly legislation.
The key institutions that oversee corporate governance compliance are the Financial Supervisory Authority (ASF), which is the regulatory and supervisory authority for listed companies and financial institutions, enforcing corporate governance and capital markets norms and the Bucharest Stock Exchange (BSE)[2], which is a self-regulatory body that issues the Corporate Governance Code, including its latest 2025 version, and which will monitor its compliance by issuing annual reports.
Sector specific issuers may be subject to additional supervisory oversight on corporate governance matters (e.g., the banking sector is subject to the supervision of the National Bank of Romania, which is in charge with the prudential supervision of credit institutions).
The Bucharest Stock Exchange has been a crucial contributor to the shaping of the corporate governance framework in Romania, leading to changes of its Corporate Governance Code over the years, seeking to continuously align local rules with international best practices, market expectations and rapidly evolving legislation (including ESG).
Its most recent update and release of the revised Corporate Governance Code, with the support of EBRD and other market players, is a vivid example of its contribution to strengthening the local capital markets and ensuring that issuers benefit from best international practices to increase their resilience in these uncertain times.
More information about the revised Corporate Governance Code of the BSE is available in the article “Corporate Governance Update Romania: What‘s new, what’s old and what’s “borrowed” under the revised BSE Corporate Governance Code?” [3]
[1] https://bvb.ro/juridic/files/EN%20CGC%20BVB%202025.pdf.
[3] https://www.lexology.com/library/detail.aspx?g=32f38723-8c09-4dc1-8578-305172a91db8
Text kindly contributed by Mariana Ciurel, Bucharest Stock Exchange.
