The main proposals resulting from the public consultation process of the draft law for amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations

Bucharest, 5 February 2024 – The Financial Supervisory Authority (ASF) participated on Monday, February 5, 2024, in a public debate on the draft law amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations, which was subject to public consultation.

The objectives of the draft law, developed at the level of ASF, were aimed at fulfilling Romania's obligations as a Member State to transpose into national legislation the regulations issued at European level in the field of issuers, as well as updating/improving the national legal framework applicable in this field, by taking advantage of the proposals and observations resulting from the ongoing dialogue held by ASF with specific capital market entities.

In the context of the public consultation process on the draft law, a number of proposals and comments have been received from the market, which are being carefully analysed by ASF, the main aim being to introduce measures in the draft law that will lead to the creation of a sound regulatory framework designed to ensure the sustainable development of the domestic capital market and investor protection.

ASF is open to comments and proposals from stakeholders that can ensure the proper conduct of capital market operations, taking into account the tasks and the area of competence of ASF as a capital market authority.

The draft law submitted for public consultation mainly aims to:

• Transposition of certain provisions of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting.

This Directive is mainly concerned with the disclosure by entities belonging to the category of public interest entities of information on risks and opportunities arising from social and environmental issues, i.e. information related to the impact of their activities on people and the environment.  

• Transposition of certain provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on the strengthening of gender balance among directors of listed companies and related measures.

Directive (EU) 2022/2381 aims to ensure the application of the principle of equal opportunities between women and men and to achieve gender-balanced representation on the boards of companies the shares of which are traded on a regulated market.

• Introduction of measures to achieve some of the objectives set by the National Strategy for the Development of the Romanian Capital Market for the period 2023-2026.

The draft law aims to introduce measures designed to contribute to the achievement of the objectives set out in the Capital Market Strategy, the fundamental aim being to promote the development and strengthening of the domestic capital market by creating the conditions for increased financing through this market, with positive effects on the development of the business environment and the national economy.

Thus, when drafting the law, consideration was given, among other things, to improving the conditions for listing on the capital market and increasing the participation of individual investors and the business environment in the capital market, and provisions were introduced aimed at:

- reducing the period of time needed to raise capital, which can also be achieved in the context of the swift publication of the amending acts of the Articles of Incorporation of issuers;

- ensuring greater protection for shareholders in companies listed on the regulated market by introducing provisions relating to the exercise of certain shareholder rights (provisions relating to the application of the cumulative voting method for the election of directors).

• Introduction of provisions following proposals from the market as well as the need to regulate issues identified in the supervisory work carried out at the level of ASF, i.e. the introduction of provisions in the context of a resolution of entities that are also issuers.

Some provisions have also been introduced in the draft law as a result of proposals submitted to ASF over time by market entities, including in working groups made up of representatives of the market and the Authority, whose main objective was to analyse the issues/topics of interest that required clarification/institutional measures, respectively to identify solutions to accommodate some issues identified in the current activity of supervised entities. At the same time, it was also considered the regulation of some issues aimed at ensuring the proper conduct of operations with beneficial effects on their efficiency and increased transparency, whose regulation and clarification resulted from the practical supervisory work carried out by ASF.

The issues addressed at this stage of drafting the draft law, following the proposals and comments received, were diverse. The main proposals resulting from the public consultation process can be found here (link to website document).

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Despre Autoritatea de Supraveghere Financiară

Autoritatea de Supraveghere Financiară este autoritatea naţională, înfiinţată în anul 2013 prin OUG 93/2012 aprobată prin Legea 113/2013, pentru reglementarea şi supravegherea pieţelor asigurărilor, a pensiilor private, precum şi a pieţei de capital. A.S.F. contribuie la consolidarea cadrului integrat de funcţionare a celor trei sectoare, care însumează peste 10 milioane de participanţi. Mai multe informaţii puteţi găsi pe www.asfromania.ro.