The introductory note in this series identified the calibration of corporate sanctions as the first of three provisions of immediate consequence under the directive. The note observed the directive's headline figures - 5% of total worldwide annual turnover or, as an alternative, €40 million for the core offences - and emphasised that, significantly, the reference point will no longer be the turnover of the subsidiary in isolation. It will be the consolidated turnover of the group. This note returns to that calibration in detail, against the framework now adopted, and assesses what it requires of institutions operating in Romania and across the EU.
The provision: text and scope
Article 14 of the directive - Penalties and measures for legal persons establishes the floor for the pecuniary regime applicable to legal persons.
Paragraph 3 specifies the minimum maxima. For legal persons held liable under Article 13(1) - the leading-position basis - the maximum fine for the principal offences (public-sector bribery, private-sector bribery and misappropriation: Articles 3 to 5) must be set at not less than 5% of the legal person's total worldwide annual turnover in the relevant business year or, as an alternative, €40 million. For trading in influence, obstruction of justice in corruption proceedings, and enrichment from corruption offences (Articles 6, 8 and 9), the threshold is set at not less than 3% of worldwide annual turnover or, as an alternative, €24 million.
The framework is calibrated to worldwide group turnover, not to the turnover of the entity directly implicated. The principle has been familiar in EU competition law for decades, but its appearance in the criminal sphere is new for most Member States. For the regulated financial sector, where group consolidated balance sheets routinely run into double-digit billions, the practical effect is that the upper boundary of corporate sanctioning exposure for the principal offences ceases to be measured in hundreds of thousands or low millions of euros and may become measured in tens or hundreds of millions.
The directive establishes minimum maxima. Member States may set higher floors, or maintain higher floors where these already exist; no Member State may transpose below the prescribed threshold. The directive does not, however, require Member States to introduce a negotiated resolution mechanism. Whether the sanctioning regime is operated through prosecutorial discretion or through a defined cooperation framework is a national choice.
Implications for internal investigations
The recalibration to consolidated group turnover alters the economic stakes of an internal investigation's findings.
When the upper boundary of corporate exposure is measured in points of worldwide group revenue, the difference between findings that support a mitigation argument and findings that do not ceases to be a matter of presentational nuance. It is the difference between a sanction calibrated to the institution's global financial position and a sanction calibrated to that position minus the value of demonstrated cooperation, voluntary disclosure, and the effective operation of the compliance programme.
This places two distinct demands on the investigation.
The first concerns the timing of self-disclosure. Article 16 recognises rapid voluntary self-disclosure of the offence upon discovery, accompanied by remedial measures, as a mitigating circumstance for the legal person. Where the upper end of the fine is measured in percentage points of group turnover, the value of moving early - and of being able to evidence that the institution moved early - becomes even more important than now. The investigation must produce a contemporaneous record of when the institution discovered the conduct, what it did upon discovery, and how the disclosure and remediation sequence unfolded.
The second concerns the demonstration of effectiveness. The recitals to the directive are explicit that compliance programmes maintained for cosmetic purposes ("window dressing") do not qualify for the mitigator at Article 16(c); what is required is demonstrable effectiveness. Demonstrability rests on the investigative record: the operation of controls in the matter at hand, the points at which they functioned and the points at which they did not, the actions taken by the persons responsible on the information available to them. An investigation that produces only conclusions, rather than the underlying evidence of how the programme operated, leaves the mitigator's quantitative value reliant on inference.
The Romanian framework
Romanian corporate criminal liability under Article 137 of the Criminal Code currently operates through a day-fine system. The maximum is calculated as up to 600 day-fines at a daily value of up to 5,000 RON, producing a statutory ceiling of approximately 3,000,000 RON - or, as the comparative note in this series observed, approximately 1.5% of the directive's €40 million floor. For the bulk of corruption offences within the directive's perimeter, the Romanian pecuniary regime applicable to legal persons sits well below the harmonised European threshold.
The directive's approach is, however, conceptually new to the Romanian penal system. The sanctioning of legal persons under Romanian criminal law has, since the introduction of corporate criminal liability into the Criminal Code, operated through the day-fine model. Turnover-based fines are not unfamiliar to Romanian law in absolute terms: they exist in the competition regime, and in certain administrative and sectoral regulatory frameworks calibrated to EU instruments. They have not, however, formed part of the criminal sanctioning of legal persons. The calibration of a criminal corporate sanction to the worldwide consolidated turnover of the group is, in the Romanian criminal sphere, without precedent.
Transposition will require a comprehensive recalibration of Article 137 of the Criminal Code. The directive permits Member States to choose between a turnover-based floor (5% of worldwide turnover for the principal offences) and a fixed-amount alternative (€40 million). To meet the latter, Romania would need to elevate the fixed-amount cap substantially; to admit the former, the Romanian Criminal Code would need to recognise a turnover-based calculation as a basis of corporate criminal sanctioning for the first time. The complementary sanctions, by contrast, are broadly aligned and will require limited adjustment.
Closing observation
Article 14 completes the calibration that Articles 13 and 15(2)(f), addressed in earlier notes in this series, presuppose. Article 13 determines whether corporate liability attaches; Article 14 sets the upper end of the consequence; Article 15(2)(f), where transposed, raises that upper end for institutions in the regulated financial sector; Article 16 mitigates it where the institution can evidence the mitigators. The four operate together, and the investigative record must be designed to serve all four.
With the directive published in the Official Journal on 11 May 2026 and the criminal-law transposition deadline set at 1 June 2028, the institutions on which Article 14 will operate are now identified, even if the precise national text remains to be written. The interval is the design window in which the documentation practices, the compliance programme evidence, and the disclosure and remediation sequences must be set in place.
This article is part of the EU Anti-Corruption Directive Romania Corporate Exposure Hub.