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Navigating the BVB Corporate Governance Code: Aligning with OECD Principles
The first report card is in, and it tells you everything about where Romanian governance currently stands, and how far it still must go.
Published in July 2026, the Bucharest Stock Exchange's first aggregated compliance report under its revised Corporate Governance Code reveals that just over two-thirds of governance rules were fully applied by listed companies during the 2025 financial year. The best performance came in reporting and investor relations, where compliance reached 75%. The worst came in the areas most difficult to fake board evaluation, remuneration policy, and sustainability governance, where compliance fell between 66% and 68%. Procedural requirements were, predictably, easier to meet than those demanding substantive change in how companies are governed.
That gap, between ticking boxes and genuinely changing behaviour, is the story of Romanian governance reform in 2026. The regulatory architecture has never been more demanding. Whether boards rise to it is a separate question entirely.
Romania’s Accession and the G20/OECD Principles of Corporate Governance
The revised Code, developed jointly by the BVB and the EBRD and in force since 1 January 2025, isn't a routine update. It is the most significant overhaul of Romania's listed company governance framework in a decade, designed explicitly to align with the latest G20/OECD Corporate Governance Principles and position Romania for OECD accession, a target the government is pursuing actively, with accession now on the near-term horizon.
That OECD context matters. Corporate governance frameworks are among the criteria the OECD formally assesses in accession processes. Romania's revised Code is not just a market instrument. It's a signal to the international investment community and to the OECD itself that Romania's corporate ecosystem is ready to compete at a higher level. The stakes of getting implementation right, not just on paper, but in boardrooms, are therefore considerably higher than any previous governance update.
If you sit on a listed company board in Romania, are responsible for its governance, or invest in it, the question is no longer whether the Code applies to you. It's whether your board is genuinely complying with what it requires or producing the compliance report while leaving the underlying governance unchanged.
Core Requirements: From Director Competence to Board Accountability
The Code's requirements extend well beyond what previous frameworks asked of Romanian boards, across five areas.
Board accountability is now framed as a substantive rather than formal obligation. The Code requires boards to clearly define and disclose the full scope of their roles and responsibilities, including fiduciary duties to act on a fully informed basis, with due diligence and care. Directors must be able to demonstrate that they are genuinely exercising oversight, not simply attending meetings and approving management proposals.
Director competence is addressed directly. The Code reflects a growing international consensus, visible across the OECD Corporate Governance Factbook 2025, that board composition should be assessed against the skills the organisation needs, not simply against independence criteria and biographical credentials. This connects the Code directly to the capability agenda that has been the hardest part of governance reform for Romanian companies to address.
Risk Oversight: Cybersecurity Liability under NIS2 and DORA Compliance
Risk oversight has been materially strengthened. The revised Code requires boards to determine and disclose the organisation's risk appetite, and to ensure that structures are in place to identify, evaluate, report, manage and monitor significant and emerging risks, explicitly including cybersecurity and digital technology risks alongside the more traditional financial and operational categories. With NIS2 now imposing personal director liability for cybersecurity failures and DORA placing comparable obligations on financial sector boards, the Code's risk oversight requirements are no longer aspirational. They're the baseline.
controls must now be genuinely board-owned rather than delegated without oversight. The requirement reflects the long-standing weakness in Romanian governance whereby audit committees exist on paper while meaningful scrutiny of internal control frameworks remains superficial.
Sustainability reporting gets its own dedicated section for the first time in the Code's history, requiring boards to integrate environmental, social and governance considerations into strategy and risk management, not treat them as a separate disclosure exercise. For in-scope companies under EU sustainability reporting requirements, this aligns the Code with a legal obligation already in force. For the broader market, it signals the direction of travel clearly.
The Impact of OECD Corporate Governance Guidelines on Local Markets
The revised Code's explicit alignment with G20/OECD Corporate Governance Principles places Romanian governance reform within a larger frame. OECD membership would bring Romania into the group of economies whose governance and institutional standards are considered sufficiently mature for inclusion in the world's most influential economic policy body. BVB established a Corporate Governance Commission in September 2025 specifically to support implementation, monitor compliance, and foster what its mandate describes as a culture of governance excellence across the capital market, language that marks a shift from compliance-oriented reform to culture-oriented reform.
That shift matters because the OECD accession process doesn't just review codes. It reviews whether governance principles are being applied, and whether the institutional and behavioural infrastructure exists to sustain them. The first compliance report's finding that procedural provisions were more easily implemented than those requiring substantive change is exactly the distinction OECD assessors are trained to look for.
Addressing the Compliance Gap in Board Evaluation and Sustainability
The July 2026 compliance report's findings deserve more attention than they've received. A 75% compliance rate in reporting and investor relations sounds respectable. A 66-68% compliance rate in board evaluation, remuneration, and sustainability governance, the three areas requiring the most genuine behavioural change, is a clear signal of where the gap between formal and substantive governance remains widest.
Seven listed companies still had no audit committee in 2025, despite the Code's clear recommendations. Independent directors represent 28.8% of total board membership across the surveyed companies, a figure that remains below the Code's aspirations and well below the levels typical in more mature European markets. These aren't edge cases. They're evidence of a market still in transition, where a significant minority of companies treat governance reform as an exercise to be managed rather than a discipline to be embedded.
Beyond BVB: The Cumulative Effect of Global Governance Standards
The BVB Code is the most visible element of Romania's governance reform, but it sits within a broader regulatory environment that is moving in the same direction simultaneously. NIS2 personal liability for cybersecurity oversight, DORA operational resilience requirements for financial entities, EU gender representation obligations under Law 11/2025, new related-party transaction disclosure standards, and sustainability reporting requirements for in-scope companies are all now active, all requiring genuine board engagement rather than delegated compliance.
The cumulative effect is a regulatory environment more demanding than anything Romanian boards have previously navigated. The question isn't whether to engage with it , the requirements are legal obligations, not voluntary aspirations. The question is whether boards engage with it substantively or procedurally: whether the risk oversight section of the board's annual report reflects genuine deliberation about material risks, or whether it is cut and pasted from last year's version with updated dates.
Conclusions: Evolution from Formal Compliance to Governance Culture
Romania's governance codes have caught up with international standards. The first compliance report shows that boards are catching up with the codes, unevenly, with the hardest elements lagging furthest behind. The regulatory evolution has done its job: it has raised the bar, established the expectations, and created the accountability mechanism. What happens next is determined not by further code revision but by whether the boards sitting underneath this framework treat it as a compliance exercise or as a genuine invitation to govern better. That choice is made in the boardroom, not in the regulation.
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