Large listed companies must ensure gender balance among directors

On 15 March 2025, Law no. 11/2025 entered into force, amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations, according to which, among other things, large listed companies with their registered office in Romania will have to comply with rules for the equal representation of women and men among their directors.

Key points:

• These rules stem from the transposition of EU Directive 2.381/2022 into domestic legislation to improve the gender balance among directors of listed companies.
• The legal provisions are designed to put in place effective measures that will accelerate progress towards gender equality, albeit they only apply to new appointments of directors and have no effect on existing mandates.
• They do not apply to micro, small and medium-sized enterprises.
• Large listed companies will have to achieve one of the following targets for new director appointments by 30 June 2026:
  • members of the under-represented sex must hold at least 40% of the non-executive directorships; the number of non-executive directorships deemed necessary to achieve the target is the number closest to 40% but not exceeding 49%.
  • members of the under-represented sex must hold at least 33% of all directorships, both executive and non-executive directorships; the number of posts among all directorships considered necessary to achieve the target is the number closest to 33% but not exceeding 49%.
  • Companies that fail to meet the above target must adjust their processes for selecting candidates for appointment or election as directors in accordance with the provisions of Law no. 11/2025.
• Companies are required to submit a report to the Financial Supervisory Authority by 15 July each year starting already with 2025 containing information on the gender balance in their management bodies and measures taken to achieve the above targets.

Source: Law no. 11/2025 amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations