Law No. 11/2025 pursues the same objective for all companies subject to it—namely, a better balance between women and men on governing bodies—yet its scope does not uniformly cover the Bucharest Stock Exchange's regulated market, leading to significant disparities between its segments, states CONAF President Cristina Chiriac, author of the study 'The Law That Does Not Apply.'

'Of the 85 companies issuing shares admitted to trading on the Regulated Market, 60 fall under the scope of Law No. 11/2025, while 25 are exempt: 21 because they qualify as medium-sized enterprises and four because their registered office is located in another European Union Member State. The result is that the same law has varying degrees of coverage within the same market. The exemptions are stipulated by Directive (EU) 2022/2381 and have been transposed into national legislation. The research does not question their legitimacy; rather, it measures the impact these exemptions have on the universe of listed companies in Romania. The research shows that the effects of the exemptions are distributed differently across the two market categories. In the Premium category, only two of the 32 companies are exempt from the law's application. In the Standard category, 23 of the 53 companies are exempt, meaning that more than four out of ten companies in this category do not fall under the gender balance obligation. These differences must be taken into account when analyzing compliance rates and comparing results across market categories,' notes Cristina Chiriac.

In a statement sent to AGERPRES on Wednesday, the CONAF president draws attention to the fact that the evaluation of a law begins with its scope of application.

'A law does not affect the entire market, but only the specific segment to which it applies. Therefore, before measuring the level of compliance, the law's actual scope of application must be established. In Poland, the explanatory memorandum accompanying the transposition law explicitly estimates how many listed companies fall outside the scope of the legal obligation. The research did not identify a similar assessment in the public documents accompanying the legislative process in Romania. A law cannot be evaluated solely based on the results of those required to comply with it; one must first determine how many issuers actually fall within its ambit. In the case of Law No. 11/2025, nearly a third of the Regulated Market remains exempt from the obligation due to exceptions provided for in the directive and incorporated into national legislation—a fact that alters how the results should be interpreted. The scope of application is not merely a footnote to the law but a crucial factor in evaluating its effectiveness. When an obligation does not apply uniformly to companies within the same market, the results cannot be interpreted without taking this distinction into account,' the author of the study notes.

The study 'The Law That Is Not Applied' analyzes the effects of Law No. 11/2025, through which Romania transposed the EU Directive on gender balance on the boards of listed companies.

One of the study's conclusions is that the entry into force of the law has not, so far, brought about a significant change in the representation of women. As of December 31, 2025, women held 82 of the 383 board positions analyzed—representing 21.4%. By July 30, 2026, the proportion had reached only 22.1%, an increase of 0.7 percentage points. The total number of women on boards remained virtually unchanged.

Furthermore, according to the author, out of the 85 companies analyzed, 60 fall within the scope of the law, and of the 58 for which compliance could be calculated, only 24 (41.4%) met the representation targets. The study also reveals that 25 boards had no women at all.

The CONAF president points out that the law does not stipulate direct sanctions for failing to meet representation thresholds—penalizing instead the failure to comply with procedural and reporting obligations—and notes that approximately one-quarter of issuers are exempt from the law's application. The study further reveals that only 43 appointments of women are needed for the market to fully meet the legal targets, and that 23 of the non-compliant companies would require just a single appointment.

Regarding the differences between state-controlled and private companies, Cristina Chiriac maintains that 60% of state-controlled firms meet the target, compared to only 29.2% of private ones. At the same time, regarding decision-making levels and ownership, the research shows that women account for 9.9% of CEOs and only 7.6% of board chairpersons, with representation being higher in companies controlled by institutional investors (31.2%) than in those controlled by male individuals (13.9%). AGERPRES (RO - writing by: Nicoleta Gherasi; EN - writing by: Catalin Cristian Trandafir)

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