Corporate Governance Update Romania: what‘s new, what’s old and what’s “borrowed” under the revised BSE Corporate Governance Code?
As a famous English wedding tradition says, in order to enjoy a successful and happy marriage, the bride should have “something old, something new, something borrowed, something blue” on her wedding day.
Looking at the revised Corporate Governance Code of the Bucharest Stock Exchange (the “Revised Code”), applicable as of 1st January 2025 to companies listed on the regulated market managed by the Bucharest Stock Exchange (“BSE”), and reinterpreting the wording of the above tradition, it seems that this recipe for success has been closely followed (even by the choice of the blue color of the BSE brand, some may anecdotally point out).
According to the new rules set out in the Revised Code, the first compliance reporting year applicable to the companies whose shares are admitted to trading on the regulated market will be 2026, corresponding for the financial year 2025. Even though the first reporting year will only be 2026, there are already strong signals from the market indicating that the key players in Romania’s capital market are taking steps to adapt their rules and procedures to the new requirements provided under the Revised Code. This demonstrates that the changes have been generally positively received by the Romanian capital market players and also reflects the participants’ commitment to and interest in initiating their alignment with the new standards set forth by the Revised Code.
Why was a revision needed and what was the purpose of revising the Code?
As almost a decade has lapsed since the adoption of the previous BSE 2015 Corporate Governance Code, adopting a fresh, revamped corporate governance Code was triggered by several key factors, including regulatory updates (especially on sustainability matters), market evolution and alignment with evolving international best practices.
The revision of the Code aims not only to ensure that Romanian issuers are more attractive to international investors by aligning with key global best practices, but also to support the issuers’ corporate resilience in a rapidly changing world, while keeping this soft law tool as flexible and adaptable as possible to the needs and specificities of each issuer.
The full article is available here.