Lesson A3.5 · 5 of 5 · Special sectors
State-controlled listed companies: governance, dividends, minorities
At a state-controlled company, the majority shareholder has goals beyond profit: the public finances, prices for consumers, strategic investment. So alongside the figures you read the governance rules (the OECD Guidelines and national law), the state’s dividend policy and the decisions of the general meeting.
Terms in this lesson
- Dividend
- The part of its profit a company pays to shareholders, in cash.
- Payout ratio
- The part of profit that goes to shareholders as dividends.
- Free float
- The part of a company's shares that trades freely on the market.
- Stock exchange
- The market where stocks, bonds and ETFs are bought and sold, under strict rules.
Governing state-owned companies: the OECD Guidelines and national rules
Definition
What do the OECD Guidelines on state-owned enterprises ask of governments?
To act as an informed owner but leave companies to run themselves, and to treat all shareholders fairly.
The OECD Guidelines on Corporate Governance of State-Owned Enterprises were first adopted in 2005 and revised in 2015 and 2024. They ask the state to allow these companies “full operational autonomy” and to refrain from intervening in their management. Where a state-owned company carries public service obligations, these should be identified transparently and specifically, and their net costs funded separately, proportionate and disclosed.
Countries turn these principles into law in their own way. Romania, for example, substantially amended its law on the governance of public enterprises (Emergency Ordinance 109/2011) through Law 187/2023. Under the amended text, boards of 3-7 members must have a majority of non-executive, independent directors; civil servants of the supervising authority cannot count as independent; directors’ terms cannot exceed four years; and the authority’s “letter of expectations” for each company must be published.
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Create a free accountDividends demanded by the state: the Romgaz case
Governments often set out what they expect in dividends. In Romania, Ordinance 64/2001 lists where the net profit of majority state-owned companies goes and includes “at least 50%” as dividends, unless special laws provide otherwise. In some years the government has asked for more. An emergency ordinance in 2022 required at least 90% of 2021 profits, with exceptions, approved by government decision, of no less than 50%. As at 10 March 2026, for its 2026 budget, the finance ministry again assumed that state-owned companies would pay out at least 90% of their profit. Yet a general meeting can still decide differently.
Real case
Romgaz: 2025 profit, allocated by the general meeting of 29 April 2026
Dividends took 18.9% of net profit; 66.1% went to reserves for major investment projects.
Romgaz, the Romanian gas producer listed in Bucharest, made a net profit of RON 3,138.3m in 2025. Its general meeting allocated RON 592.8m to dividends from the year’s profit and RON 2,073.6m to reserves for major investment or national-interest projects. The total gross dividend was RON 0.1572 a share, of which RON 0.1538 came from the year’s profit and RON 0.0034 from retained earnings. Of the dividends from the year’s profit, RON 415.0m went to the state budget, or 70%, and RON 177.8m to other shareholders. The allocation was approved with 100% of the valid votes cast.
| Romgaz, 2025 net profit | RON m | of profit |
|---|---|---|
| Net profit | 3,138.3 | 100% |
| Legal reserves | 180.1 | 5.7% |
| Dividends from the year’s profit | 592.8 | 18.9% |
| Reserves for major investment projects | 2,073.6 | 66.1% |
| Own funding sources | 246.1 | 7.8% |
Romgaz, ordinary general meeting resolution of 29 April 2026, Art. 7 (Bucharest Stock Exchange). Main lines only; the percentages are our calculation.
The state’s interest and minority shareholders: the EDF case
The OECD Guidelines say that where state-owned companies are listed or have other investors, the state and the companies should recognise the rights of all shareholders, including minority and foreign ones, and ensure equitable treatment and equal access to information. In practice, conflict arises when the state uses the company for a public goal: low prices for consumers, money for the budget or a strategic project.
International case
EDF, France: regulated prices and delisting
On 13 January 2022 EDF estimated that government measures would cut its 2022 EBITDA by about €8.4bn.
The French government had decided that EDF would sell an extra 20 TWh of electricity in 2022 through the regulated ARENH mechanism at €46.2/MWh, and capped the February 2022 rise in some regulated tariffs at 4%. The €8.4bn estimate was based on market prices at 31 December 2021, and EDF withdrew its 2022 net debt to EBITDA guidance. Later that year the state offered to buy all the shares at €12 each; the French market regulator, the AMF, cleared the offer on 22 November 2022. On 2 May 2023 the Paris Court of Appeal dismissed a claim to annul that clearance, and on 8 June 2023 the state bought out the last shareholders through a squeeze-out and took EDF off the stock exchange.
Lessons are educational. They are not a recommendation to buy or sell. Investing involves risk and you can lose money. Sources: OECD Guidelines on Corporate Governance of State-Owned Enterprises, 2024 edition (first adopted 2005, revised 2015 and 2024; chapters II.B, III.C and IV); Romania, Emergency Ordinance 109/2011 as amended by Law 187/2023 (Official Gazette no. 594, 29 June 2023): Arts 2, 3, 28; Ordinance 64/2001, Art. 1(1)(f), as quoted in Nuclearelectrica’s explanatory note on its 2025 profit distribution (May 2026); Profit.ro, 10 March 2026, quoting the Romanian finance ministry (2026 budget based on at least 90%, against 50% under Ordinance 64/2001); Transgaz, 2021 dividend proposal (Bucharest Stock Exchange, 22 March 2022), quoting Emergency Ordinance 3/2022 (at least 90% of 2021 profit, exceptions of no less than 50% by government decision); Romgaz, resolutions of the general meetings of 29 April 2026 and dividend proposal of 26 March 2026; EDF, press release of 13 January 2022 on the French government’s measures, 2022 tender offer page and press release of 8 June 2023 on the squeeze-out. The Romgaz percentages and the dividend exercise are our calculations.