COMMISSION IMPLEMENTING DECISION on the partial suspension of the disbursement of the third instalment of the non-repayable support and the third instalment of the loan support for Romania 

election process were not “endorsed, approved, completed [by NRC, instead] being drafted at the level of the Ministry of Energy with the support of the independent expert, then approved by the Ministry's management and subsequently submitted to the GSM’s vote”. Romania also provided clarifications regarding the number of members of each management and supervisory boards. (106) In particular, in the case of Hidroelectrica, Romania explained that the Secretary of State resigned from the Supervisory Board, resulting in the termination of the mandate. Additionally, Romania explained that two members of the Supervisory Board were appointed from the original shortlist of candidates pursuant to Article 5 of Government Decision No 639/2023. Romania also explained that one member of the Supervisory Board was appointed directly by the minority shareholders in accordance with Hidroelectrica’s Articles of Incorporation. Furthermore, Romania argued that the appointment of a member of the Supervisory Board to the position of Chief Executive Officer was carried out in full compliance with the principles of corporate governance, including the ‘cooling off’ period. ] (107) In the case of Nuclearelectrica, Romania explained that three out of the seven members of the management board who were directly reappointed underwent a transparent and competitive procedure in 2018. (108) In the case of Romgaz, Romania explained that only two members of the NRC instead of three were candidates in the selection procedure and have been ultimately reappointed to the management board. (109) In the case of CONPET, Romania submitted that board members have withdrawn their draft resignation letters. (110) In the case of CE Oltenia, SAPE and Midia Green Energy, Romania submitted that the members of the management board who were not appointed in line with the milestone requirements have resigned. For CE Oltenia, Romania also explained that one member of the Supervisory Board was appointed directly by the minority shareholders in accordance with CE Oltenia’s Articles of Incorporation. For SAPE, Romania further submitted evidence on the appointment of a new board member. (111) In the case of Oil Terminal, CNCIR, Electrocentrale Craiova, Eurotest, Radioactiv Mineral Magurele, and ICSITPML, Romania did not provide further evidence. (112) Second, Romania submitted the mandate of the newly appointed management board member for SAPE. However, this mandate ends at an earlier date than that of other members of the board, which means that the overall duration of the board’s mandate is less than four years. In the case of Romgaz, Romania corrected the material error concerning the duration of a mandate which had incorrectly exceeded four years. (113) Third, Romania submitted the signed addenda to the mandates of the new board members, which set out the KPIs, for SAPE, ELCEN, and Electrocentrale Craiova. (114) After consideration of the observations of Romania, the Commission considers that the observations provided by Romania related to the transparency and competitiveness of selection procedures – either related to the overall process or specifically to the role of the NRC – consist of justifications and documentary evidence that had already been taken into account by the Commission for the purpose of its preliminary assessment. The Commission therefore maintains the assessment and considers that the “selection EN 25 EN  and appointment of the members of the management boards of all national state-owned enterprises (SOEs) under the remit of Ministry of Energy” were not conducted on the basis of a transparent and competitive procedure44. As regards Hidroelectrica, the Commission takes note of the termination of the mandate of the Secretary of State from the Supervisory Board, but considers that it is not, in itself, sufficient to ensure the satisfactory fulfilment of milestone 121. As regards the two newly appointed members, the Commission maintains its preliminary assessment on the fulfilment of milestone 121 and considers that these two members were appointed without undergoing a competitive and transparent selection procedure. Contrary to Romania’s claim that those candidates did already succeed at an earlier point in time, Article 5 of Government Decision No 639/2023 does not provide for recruitment from a previous selection procedure, but only covers the duration of the mandate for the newly appointed member in case of vacancy of a position. It follows that Romania’s observations do not impact the Commission’s assessment. For the member of the Supervisory Board appointed by the minority shareholders, the Commission recalls that Hidroelectrica’s Articles of Incorporation provide that “the members of the Supervisory Board are selected in accordance with the legal provisions regarding the corporate governance of public enterprises”45. Moreover, the corporate governance framework46 provides that the selection and appointment procedures must be carried out based on a transparent and competitive basis. The Commission notes that Romania was not able to provide evidence to show that an exclusive right of minority shareholders to appoint an independent member to Hidroelectrica' Supervisory Board existed at the time of the Communication to Romania of the Commission’s assessment of the third instalment of the non-repayable support and the third instalment of the loan support in accordance with Article 24(6) of Regulation (EU) 2021/241 of 16 October 2024. This also applies to the member of the Supervisory Board appointed by the minority shareholders in the case of CE Oltenia. (115) It follows that, Romania’s observations do not impact the Commission’s assessment. Whilst in the Communication to Romania of the Commission’s assessment of the third instalment of the non-repayable support and the third instalment of the loan support in accordance with Article 24(6) of Regulation (EU) 2021/241 of 16 October 2024, the Commission noted that it could not conclude that minority shareholders enjoy the right to appoint board members under Romanian law, on the basis of the new amended corporate governance law47 which grants minority shareholders the right to appoint board members outside the standard selection procedure, the Commission no longer considers that this finding is relevant for the satisfactory fulfilment of milestone 121. (116) For the appointment of a member of the Supervisory Board to the position of Chief Executive Officer (‘CEO’), the Commission does not contest the qualifications and professional experience of the individual appointed. However, with regard to the 44 The available board positions were not advertised publicly through various press outlets to attract a wide pool of potential candidates but published in the ‘small adds’ section of two newspapers with limited audience and containing minimum details of the position and selection process. The selection was conducted for different areas of expertise and professional experience (i.e., legal, economic, and audit) within the same selection process and same criteria. The selection committee members were not free from conflict of interests, hierarchical relationships, and undue political and hierarchical influence. 45 See Articles 13.9 and 13.10 of the Articles of Incorporation of Hidroelectrica. 46 Law No. 111 of 27 May 2016 on the approval of Government Emergency Ordinance No. 109/2011 on the corporate governance of public enterprises. 47 GEO nr. 22/2025 of 8 April 2025 introduced a new Article 29(2^1), which clarifies that representatives of minority shareholders do not have to undergo the standard selection procedure. EN 26 EN  appointment process, the Commission considers that the selection procedure for the CEO at the recommendation of the NRC and Supervisory Board does not meet the requirements of transparency and competitiveness. The reason is that the individual appointed as CEO was a member of the Supervisory Board and of the NRC, directly involved and coordinating the selection procedure, directly preceding his appointment, blurring separation of governance structure and leading to potential conflicts of interests. In addition, Romania has not demonstrated that the period between his effective resignation from the Supervisory Board, including CNR (September 2023) and his appointment as CEO (November 2023) could be considered a ‘cooling-off’ period to mitigate potential conflicts of interest or undue influence under the corporate governance principles48. Against this background, the Commission considers that Romania’s observations do not impact the Commission’s assessment. (117) As regards Nuclearelectrica, the Commission notes that, pursuant to Article 17(2) of Regulation (EU) 2021/24149, the eligibility period commences on 1 February 2020, and since the selections and appointments in question took place prior to this date, they are ineligible, regardless of any potential compliance with transparency and competitiveness requirements. As regards Romgaz, CE Oltenia, SAPE and Midia Green Energy the Commission takes note of the observations from Romania towards the achievement of the milestone. (118) Furthermore, it has come to the Commission’s attention that one additional member of the management board of Hidroelectrica, the candidate appointed as chief financial officer (‘CFO’), did not meet the eligibility conditions required for the appointment to the management board at the time of selection, and in particular the requirement regarding active certification/accreditation. The Commission had therefore requested additional evidence from the Romanian authorities, which in their reply, did not dispute the Commission’s preliminary conclusions that the mandatory eligibility conditions required for the appointment of the member to the management board, at the time of selection and appointment, were not met. Moreover, the evidence provided by Romania could not confirm that the individual was holding an ‘active professional specialisation/certification’, in this case CFI designation50. (119) Finally, the Commission takes note of Romania's statement that the procedures for the selection and appointment of new board members for the energy SOEs are being relaunched pursuant to the revised legal framework set out in GEO No. 109/2011, as 48 Former executives or individuals with close ties to the company should be subject to a sufficiently long cooling-off period before being considered independent. 3 years is a common benchmark referenced in national codes (e.g., British Corporate Governance Code, German Corporate Governance Code). 49 Pursuant to Article 17(2) of Regulation (EU) 2021/241 of the European Parliament and of the Council of 12 February 2021 establishing the Recovery and Resilience Facility, “Measures started from 1 February 2020 onwards shall be eligible provided that they comply with the requirements set out in this Regulation”. 50 The evidence provided indicates that the appointed candidate became a member of the CFA Institute on 7 September 2024 and was approved for regular membership on the same day, subject to completing a few administrative steps. Another document states that the individual has been a member since 11 March 2025. The CFA Institute offers three types of membership, but only charterholder membership qualifies for the CFA designation/certification. While membership may have been obtained before the deadline of the call for applications (11 September 2023), the submitted evidence does not specify the type of membership nor whether the individual is entitled to use the CFA designation, which requires active professional certification. In addition, the fiscal consultant certification (membership in the Fiscal Consultants Chamber) was not used to demonstrate compliance with the eligibility requirements. It is also noted that the certification was obtained after the call for applications deadline had passed and appears to be non-active. EN 27 EN  amended and supplemented by GEO No. 312/2025. Under the revised procedure, civil servants and other public officials are nominated through a separate and distinct selection process, conducted by a selection commission established by the competent ministry, in this case the Ministry of Energy. Prior to the recent amendment of GEO No. 109/2011, the Commission had raised concerns that the existing legal framework may not ensure that civil servants appointed to the boards of energy SOEs were selected in accordance with the transparent and competitive procedure required by milestone 121. The Commission therefore reiterates that the new procedures must fully comply with the requirements of milestone 121, including the obligation to apply a transparent and competitive selection process to civil servants. (120) On the basis of the information provided, the Commission concludes that milestone 121 cannot be considered satisfactorily fulfilled as the management and/or supervisory boards of 12 out of 17 SOEs (that is, Hidroelectrica, Nuclearelectrica, Romgaz, Oil Terminal, CNCIR, CONPET, Complexul Energetic Oltenia, Electrocentrale Craiova, Midia Green Energy, Eurotest, Radioactiv Mineral Magurele, and ICSITPML) have not been appointed “on the basis of a transparent and competitive procedure”. Similarly, the Commission also finds that issues with the four-year mandate and the remuneration scheme (KPIs) requirements remain for eight out of 17 SOEs (that is, Nuclearelectrica, Complexul Energetic Oltenia, CNCIR, Midia Green Energy, Eurotest, Radioactiv Mineral Magurele, ICSITPML, and CE Valea Jiului), as the management and/or supervisory boards of these SOEs was not made “with a mandate of 4 years and a remuneration scheme based on quantitative and qualitative objectives linked to the financial (such as revenue and return, involvement of state budget) and service performance (such as based on a representative customer satisfaction survey by an independent body) of the undertaking”. (121) Regarding milestone 215, measure C8.R6 is entitled “Reform of the public pension system” and its description requires that “The reform involves the adoption of a new law on the public pension system, with the input of technical assistance, which is going to replace the Law 127/2019. The new legislation shall contain total public pension expenditure (including all existing public pension schemes) over the medium to long term (2024-2070), at a level that ensures the fiscal sustainability of the pension system. The Law shall include an automatic brake mechanism to ensure this objective. The new legislation shall: - introduce a new calculation formula for new pensions and pensions in payment. The parameters of the formula shall be chosen in line with the objective to ensure fiscal sustainability. Moreover, they shall not allow for ad hoc increases on pension levels, unless they are accompanied by measures which offset the fiscal impact; - introduce a new pension indexation rule and a mechanism against ad hoc increases in pensions (i.e. any increase going beyond legislated indexation rules); - significantly reduce possibilities for early retirement, introduce incentives to expand the working life and to voluntary increase standard retirement age up to 70 years in line with the increases of life expectancy, and equalize the statutory retirement age for men and women at 65 years by 2035; - introduce incentives for postponing retirement; - revise special pensions to bring them in line with the contributory principle; - strengthen the contributor