CCR gives the “green light” to benefits for the heads of state companies: Nicuşor Dan's referral, rejected
The Constitutional Court unanimously rejected the referral of President Nicușor Dan regarding the amendments to the State Companies Law. The magistrates determined that the contested provisions are constitutional, so the new regulations, which allow greater flexibility in the settlement of benefits for the administrators of public enterprises, can enter into force. Therefore, trustees' mandate contracts may include additional benefits without a restrictive list imposed by law.
CCR rejected the notification of the president Nicuşor Dan. PHOTO: Medifax
The Constitutional Court of Romania decided, on Wednesday, April 29, with unanimity of votes, to reject the objection of unconstitutionality formulated by the President of Romania, Nicușor Dan, regarding the amendments made to the legislation on the corporate governance of state companies, according to an official statement of the institution.
The core of the legal dispute was the possibility of introducing the heading “other benefits” in the mandate contracts, without these being detailed by law. The CCR clarified that the removal of a strict list of expenses from the text of the law does not represent a “blank check” for managers, as long as the amounts remain capped at the value of two monthly allowances and are rigorously monitored by the Agency for Monitoring and Evaluation of the Performance of Public Enterprises.
The referral concerned the Law approving the Government Emergency Ordinance no. 22/2025, which amends and completes GEO no. 109/2011 on the corporate governance of public enterprises, as well as Law no. 187/2023.
In essence, the judges analyzed the provisions that allow the inclusion of “other benefits” in the mandate contracts of the managers of public companies, without the need for a strict enumeration of them, and in the end the CCR decided that this wording does not violate the principle of legality nor the other provisions invoked in the referral, namely the role of the Parliament, the legislative procedure or the state's obligations regarding the protection of economic interests.
The arguments of the Constitutional Court
We remind you that Nicuşor Dan signaled, in his notification, that the legislative process violated the principle of bicameralism, because the amendments adopted by the Senate were eliminated by the Chamber of Deputies, and some provisions introduced by it were no longer debated in the Senate.
In this context, the judges showed, on the one hand, that the amendments adopted by the Parliament do not represent a deviation from the original purpose of the law and do not violate the principle of bicameralism, and on the other hand, the elimination of the explicit enumeration of some types of benefits was considered a legislative option that remains within the regulatory margin of the Parliament.
“Eliminating the express enumeration of benefit categories […] does not amount to a diversion from the original purpose of the law”, it is stated in the announcement of the Constitutional Court.
Regarding the substantive criticisms, the Court emphasized that the lack of an exhaustive list of the term “other benefits” does not remove the control over expenses, nor does it remove the financial limits established by law.
Thus, the benefits granted to the administrators remain capped at the equivalent of two fixed gross monthly allowances, and the types of expenses such as those of representation, transport or per diem can still be stipulated in the mandate contracts.
“The elimination of their enumeration does not automatically mean that these expenses are excluded from the settlement”, shows the Court.
Also, the Agency for Monitoring and Evaluation of the Performance of Public Enterprises remains responsible for the control and authorization of these expenses, within the limit of the established legal ceiling.
“The agency will continue to control and authorize any expenditure that falls within the total benefits granted in a mandate year”, states CCR.
The decision is final and generally binding, which means that the law produces its effects in the form adopted by Parliament.
