Cristina Chiriac, President of CONAF

Romania does not lack corporate governance rules. The more difficult question is whether they actually succeed in changing the way decision-making structures are composed. Law No. 11/2025 entered into force on 15 March 2025, transposing into Romanian law the European directive on gender balance in the management of listed companies. The objectives had to be met by 30 June 2026. For the study “The Law That Is Not Applied”, I analyzed the entire universe of share issuers on the Bucharest Stock Exchange’s Regulated Market as of 31 December 2025: 85 companies, 75 of which had management bodies whose membership could be identified by name. I reviewed, company by company, whether the law applied, the composition of the board, female representation and the nature of control, and then repeated the measurement on 30 July 2026. As of 31 December 2025, women held 82 of the 383 seats on the 75 boards analyzed, or 21.4%. On 30 July 2026, there were still 82 women, out of 371 seats, or 22.1%. Six boards had gained one woman and six had lost one. The 0.7 percentage point increase therefore came from a reduction in the total number of seats, not from an increase in the number of women. If we narrow the analysis to companies to which the law applies, women held 20.3% of seats on management bodies. Of the 58 boards whose membership was confirmed by name and which effectively fell within the scope of the law, 24 met at least one of the two alternative objectives. The compliance rate was 41.4%. This creates a paradox: how can four out of ten companies be compliant if women hold only around one fifth of the seats? The answer lies in the architecture of the law. The 33% objective is not applied mechanically. The annex establishes a minimum number of directors from the underrepresented sex for each board size. On a seven member board, two people are sufficient: 28.6%, not 33%. There is also an alternative objective of 40% for non-executive directors. In the study, eight of the 24 compliant companies had women occupying less than one third of board seats.

The energy sector illustrates this distinction particularly well. It brings together private companies and state-controlled enterprises, Romanian and international capital, critical infrastructure and some of the market’s most visible companies.

In the study’s classification, “Extractive Industries” and “Energy and Utilities” are separate categories: women accounted for 23.8% in the former and 19.2% in the latter. The samples are small, but they show that the sector’s visibility and strategic importance do not, by themselves, guarantee more balanced representation.

Transgaz had two women among five board members, or 40%. Conpet, Hidroelectrica and Nuclearelectrica each had two women out of seven, or 28.6%, and therefore met the legal objective corresponding to their board size. Electrica, Oil Terminal, Romgaz and Transelectrica each had one woman out of seven, or 14.3%.

These eight companies are state-controlled and operate in the energy sector and its infrastructure. Together, they had 12 women in 54 board seats, or 22.2%. Only four of the eight met the legal objective.

But none had an all-male board. Across the entire market, 25 of the 75 boards analyzed had no women at all. By contrast, among the ten state-controlled companies included in the study, there was not a single all-male board. Six of the ten met the legal objective, a rate of 60%, compared with 29.2% of private companies subject to the same law.

It would be easy to conclude that state ownership automatically produces more diverse governance. The data do not support such a conclusion. State-owned companies also differ from private companies in terms of size, sector and shareholder structure. The study identifies an association; it does not demonstrate causality.

There is, however, an important institutional difference. Public enterprises are also subject to Government Emergency Ordinance No. 109/2011. Director appointments are surrounded by formalized selection and nomination procedures, while AMEPIP has explicit responsibilities for reviewing and monitoring them. In other words, there is not only a rule, but an institutional infrastructure built around the selection process. The effect of such a mechanism can be assessed not only by looking at the percentage of companies that cross the legal threshold, but also at the system’s ability to eliminate zero representation. This is visible in the energy sector. Four of the eight state-controlled companies analyzed meet the objective. Four do not. But all eight include at least one woman on the board. Another important element is the way Romania designed the sanctioning regime. Law No. 11/2025 introduces obligations regarding selection policies, reporting and transparency, but it does not impose administrative sanctions simply for failing to meet the representation objectives. Sanctions apply to procedural obligations. The legal mechanism can require a company to establish and publish its process without directly penalizing the final numerical outcome. This shifts much of the responsibility towards the quality of the procedure and how it is monitored. And monitoring is precisely where the system remains vulnerable. On 30 June 2026, the very day the legal deadline expired, the Bucharest Stock Exchange published its fi rst aggregated monitoring report under the revised Corporate Governance Code. The document’s fi le name, however, carries the date 12 June 2026, indicating that the published version had been prepared before the deadline. The report shows approximately 71% fully compliant responses, calculates a share of around 28.8% independent directors and examines audit committees, risk management and the quality of “comply or explain” disclosures. The report also addresses gender diversity. It states that this remains an area for improvement, while the methodology specifies that gender representation was determined on the basis of board members and executive management. But the report does not publish the aggregate figure that would answer the simplest question: how many of the seats on the boards analyzed are held by women?

Saying that there is a diversity problem is not the same as measuring its scale.

The Bucharest Stock Exchange is not required to replace the competent authority. Issuers report to the Financial Supervisory Authority, ASF, which must publish a centralised list of companies that have met the objectives. The problem is one of information architecture: the data exist, but the aggregated picture remains difficult to see.

In the energy sector, this lack of visibility matters.

We are talking about critical infrastructure and strategic assets, and in some companies the state is simultaneously legislator and shareholder.

The governance standard cannot be reduced to the question: “Has the company crossed the threshold?”

We also need to ask how directors are selected, what happens when mandates are renewed and whether institutions can publicly demonstrate the evolution of representation, rather than merely the existence of a procedure.

I am not arguing that a board automatically performs better because it has more women. The study does not measure that relationship, and it would be incorrect to attribute such a conclusion to it.

The argument is different. Through legislation, Romania has decided that gender balance is a component of the governance of listed companies. From that moment on, the impact of that policy must be measured with the same seriousness with which we measure director independence, risk, audit or transparency.

Otherwise, we risk confusing the adoption of a rule with the production of change.

The energy sector shows why the legal threshold alone is not enough: we can have companies that are compliant at 28.6%, non-compliant companies with one woman on the board, and an entire group in which zero representation has disappeared even though not all companies have reached the target.

This is not a simple story of success or failure. It is about the difference between a rule, a procedure, a threshold and an outcome.

At the first compliance deadline, perhaps the most powerful figure remains the simplest one: 82 women before, 82 after.

The law can set the threshold. Governance begins when we can demonstrate what changed beyond it.

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The interview also appeared in the print edition of Energynomics Magazine, Q3 2026 issue.

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