English
The decision of the Supervisory Board of Transelectrica was annulled by the Bucharest Court for the serious, systemic and irreversible violation of the principle of transparency, a defect that the court qualifies as sufficient, in itself, to abolish the entire selection procedure of the company's Board, according to the reasoning of civil sentence no. 2704 of December 23, 2025, pronounced in the case Toncescu Bogdan vs. CNTEE Transelectrica SA.
The court held that the selection was carried out in an opaque, unpredictable and changing framework, in which the candidates did not know in advance the rules of the evaluation, did not know which eliminatory stages would follow or how their answers would be scored, and the rules were applied differently and even modified along the way, emptying the equality of treatment of its content and transforming the procedure into a fundamentally illegal one.
Basically, the court held that the irregularities that the BURSA newspaper presented in its pages throughout the selection procedure of the current Transelectrica Directorate.
The reasoning behind the sentence handed down by the Bucharest Court at the end of last year starts from an extremely strong statement of principle, which sets the applicable legal standard: "the obligation of transparency stems from the principle of equal treatment, since, without ensuring the transparency of information, the principle of equal treatment would be emptied of content”. The Bucharest Court does not speak of transparency as a recommendation or a good practice, but as a condition for the existence of the procedure, without which the selection can no longer be considered legal. The judge then defines unequivocally what this principle entails: "the principle of transparency requires that all candidates know the rules according to which their applications will be analyzed and that these rules be applied to everyone to the same extent and in the same way”.
Applying this standard to the specific situation in the Toncescu case, the court finds a total failure of the procedure. Not only were the rules not communicated clearly and completely before the start of the elimination stages, but they were not even stable. The court explicitly notes that "in this case, the principle of transparency was not respected, since not all candidates knew that they were going to complete some online questionnaires in the period immediately following the submission of the application, not benefiting from equal opportunities in participating in this stage of the selection procedure”.
Regarding the questionnaires, the court states in the reasoning of the sentence:
"In the e-mail communicating the questionnaires, the rules for completing them are communicated to the plaintiff for the first time, indicating that a maximum response time is established for each questionnaire, the questionnaires can only be accessed once, once a questionnaire is accessed, progress cannot be saved and completion resumed later, once an answer is recorded, it cannot be edited and it is no longer possible to return to that question, and the questionnaires cannot be accessed after the deadline. These rules for completing the questionnaires proved not to be in accordance with reality, were not respected and maintained by the company until the end of the procedure and did not cover all the situations that occurred in the actual conduct of the procedure. Thus, the Nomination Committee decided, after the start of the procedure, to score even the answers provided after the maximum response time expired and to award the minimum score for these responses. Previously, during the meetings of 5-9 August 2024, the Nomination Committee had decided to take into account only the responses completed within the allotted time limit, but also the response started within the given time limit. Also, the questionnaires were not accessible only once, as the consultant from the evaluator shows in his emails”.
This finding is devastating, because it hits directly at the heart of the defense formulated by the representatives of the Transelectrica company: the selection was not only poorly explained, but unpredictable, and the candidates were put in front of essential tests without knowing that they would follow and without being able to prepare reasonably.
The gravity of the situation is amplified by the fact that not even the rules for completing and evaluating the questionnaires were known or applied uniformly. The Bucharest Court of Appeals states verbatim that "the rules for completing the questionnaires were not known and these rules were not applied to everyone in the same way”, and the following finding is one of the most serious accusations made in a civil judgment on corporate governance: "the questionnaires could be accessed multiple times and the decisions regarding the evaluation of the answers completed after the time limit had expired were changed”.
In other words, the rules were not only not known in advance, but they were modified along the way, depending on the moment of completion and on criteria established later, which nullifies any appearance of fair competition.
In the reasoning for the sentence, the court implicitly rejects the idea that such a procedure could be saved by invoking formal equal treatment. Even if all candidates had been subjected to the same dysfunctions, the lack of transparency does not become acceptable. The Tribunal emphasizes that transparency is indispensable precisely because it guarantees real equality, not fictitious one, and in its absence "the principle of equal treatment would be emptied of content”. In the Toncescu case, this emptying of content actually occurred: the candidates did not know what was coming, they did not know how they would be evaluated and they did not know what consequences would result from exceeding arbitrarily established and incompletely communicated time limits.
On this basis, the Tribunal's conclusion is categorical and unequivocal. The court leaves no room for interpretations or partial remedies and rules that "in view of these considerations, in accordance with art. VI of Law no. 187/2023, the request for annulment of the selection procedure of the candidates for the position of member of the C.N.T.E.E. Transelectrica S.A. Directorate and of the Supervisory Board Decisions no. 14 /27.03.2024 and no. 39/30.09.2024 will be admmited”. This sentence summarizes the full force of the sentence: it is not about correcting some stages, but about the total annulment of a procedure considered incompatible with the corporate governance law.
We note that the respective sentence is not final. Transelectrica representatives have filed an appeal, which is to be judged by the Bucharest Court of Appeal.
However, the sentence pronounced by the Bucharest Tribunal in the Toncescu versus Transelectrica case sends an extremely harsh message to all supervisory boards of public enterprises: management selection is not a discretionary exercise, it is not an opaque internal process and cannot be delegated, diluted or masked under the appearance of technical instruments. Without clear rules, known in advance, applied identically and without the real possibility of understanding the evaluation mechanism, the procedure becomes null and void. And the court says it bluntly: where transparency is lacking, the entire legal construction collapses, regardless of the political, economic or strategic stakes of the company involved.
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