During the conference organized by the Bucharest Stock Exchange (BVB) and the European Bank for Reconstruction and Development (EBRD), at the headquarters of the National Bank of Romania (NBR), the representatives of the two institutions together with important stakeholders of the capital market in Romania and abroad underlined the importance of corporate governance and, in particular, of the BVB Corporate Governance Code for the sustainable development of the capital market Romanian.
“We are proud to collaborate with BVB for its corporate governance code, a testament to Romania’s commitment to building a robust and competitive corporate ecosystem. The Code will strengthen market dynamics, create the foundation for sustainable growth and ensure companies’ engagement with their investors to maximise the transformative potential of corporate governance reforms,” said Victoria Zinchuk, EBRD Country Director for Romania.
“We, at the Bucharest Stock Exchange, say that the stock exchange is a stage on which listed companies climb and present themselves to investors and their customers. The healthier the governance principles applied by companies, the better their chances of being seen on this scene. The additions that have been made to the Code of Corporate Governance by specialists in the field, with the support of the EBRD throughout this process, represent a natural evolution, an alignment of the provisions of the Code with recent regulatory changes, with the best practices in the field, with the latest Corporate Governance Principles of the Organization for Economic Co-operation and Development (OECD) and with the priorities of market participants.”, said Radu Hanga, Chairman of the Board of Directors of BVB.
“The very names of the partners involved in the revision of the Corporate Governance Code send a strong signal on the importance of this approach completed last year and which will contribute to increasing Romania’s prospects for joining the Organization for Economic Co-operation and Development (OECD). Good governance indicates, among other things, the alignment of shareholders’ interests with the company’s objectives. Any investor, when he decides to invest in a company, will do so because he sees the growth story behind that business, but also the corporate governance applied by the company.”, said Adrian Tanase, General Manager of BVB.
BVB, with the support of the EBRD, started in May last year the process of revising the Corporate Governance Code, in order to align it with recent regulatory changes and beyond. The main purpose of the code is to support the corporate resilience of issuers in a rapidly changing world, to increase market resilience and access to capital, as well as to encourage innovation and sustainable practices.
In the revision of the code, BVB and EBRD were supported by representatives of renowned institutions in the international governance landscape and in the Romanian private and public sector: the General Secretariat of the Romanian Government, the Agency for Monitoring and Evaluation of the Performance of Public Enterprises, the Financial Supervisory Authority, the Romanian Association for Investor Relations, the promoter of the concept in the relationship with investors in Romania, Envisia-Boards of Elite, the business school for board members and executive directors and Sodali & Co.
In December last year, the new Corporate Governance Code was made public. The main changes brought to it were debated by the actors involved in the process of updating the code, and not only, during today’s conference. Among the changes made to the new code, publicly available on www.bvb.ro at this LINK, are:
Differentiation regarding the implementation of the code between companies managed in a unitary system and those managed in a dualist system;
Annual monitoring by the BVB of the issuers’ compliance with the provisions of the Code;
Adding the section dedicated to Sustainability to prepare issuers for easier adoption of sustainability legislation;
The need for the Board of Directors (BoD) to develop a profile of the Board that will guide the recruitment and succession process;
The need to implement a diversity policy for the Board of Directors and the executive management;
Clear differentiation between the roles of the Chairman of the Board of Directors and the General Manager;
Introduction of the recommendation to have an independent vice-president in the Board of Directors if the position of president and general manager are held by the same person;
Election of the general secretariat of the Board of Directors from among the senior experts of the society;
Annual evaluation of the Board of Directors;
Introduction of a dedicated training for the Board of Directors upon appointment and subsequent training, if necessary;
Development by the Board of Directors of a whistleblowing mechanism available free of charge on the company’s website;
Remuneration of the members of the Board of Directors according to the Company’s Remuneration Policy;
Recommendation to have an Investor Relations Officer (IR) who reports directly to the CEO or CFO;
Recommendation to have a risk manager, including emerging risks;
Addition of additional independence criteria for the members of the Board of Directors and members of the audit committee, in relation to those of the Companies Law.
The Code is applicable to all companies listed on the main market of the BVB. The first year of reporting compliance with the new code is 2026, for the financial year 2025. The BVB will annually monitor the issuers’ compliance with the corporate governance code and will publish an aggregate monitoring report annually.
During today’s conference, the training program dedicated to issuers and other market stakeholders was also presented. Thus, in continuation of the conference, BVB and EBRD, with the support of Envisia-Boards of Elite as institutional training partner, will facilitate their access to the following educational programs:
In March 2025, 6 workshops will be organized for issuers, institutional investors, media, consultants and other stakeholders on the code and its application;
Between April – June and September – November 2025: two series of 1-on-1 meetings will be organized between senior experts of the BVB and representatives of issuers on the application of the code;
In January 2026, workshops will be organized for issuers on technical aspects regarding code reporting.
About EBRD in Romania
In 2024, the EBRD invested €707 million in Romania. Since the beginning of cooperation in 1993, the Bank has committed more than €11.5 billion to 551 projects in the country, 82% of which are in the private sector.
About the Bucharest Stock Exchange
BVB is the only securities market operator in Romania. BVB, a company listed on its own market since 2010, is part of the BVB Group that includes the Central Depository, responsible for the registration and settlement operations in Romania, and since 2019 the central counterparty CCP.RO, an institution that will take over the clearing function of securities transactions in Romania and which will contribute to the relaunch of the derivatives market. BVB manages two distinct markets, the Regulated Market and the Multilateral Trading System, on which a variety of financial instruments such as shares, bonds, fund units, certificates, structured products, preference rights are listed. The efforts of BVB and its stakeholders to modernize and develop the Romanian capital market were recognized by the promotion to the status of Emerging Market by the global index provider FTSE Russell, in 2020. Currently, 11 Romanian companies are included in the FTSE Russell indices dedicated to emerging markets. BVB ended 2024 with a record number of transactions, over 2.6 million, an increase of 32% compared to 2023, a record capitalization of listed companies of RON 363 billion, which represents an increase of 18% compared to the previous year and an advance for the BET and BET-TR indices of 8.8% and 16.1%, respectively. More information on www.bvb.ro.
05.02.2025 / Editor, Andreea Dragan
Andreea Drăgan joined Nine O’Clock in April 2023 as Deputy-Editor-in-Chief. She graduated the Faculty of Journalism and Communication Science in 2023 and holds a degree in communications sciences. She obtained the Cambridge Assessment English: First Certificate in English (FCE) diploma in December 2018 with a B2 Level. In August she was promoted to Editor of Nine O’Clock Newspaper after many interviews and articles written by her. Get in touch with her: [email protected]
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