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Recent years have brought a number of changes in the governance of Romanian public companies. In 2006 Companies Law was amended to improve board composition by including independent directors and to allow for a dualist governance system comprising a Supervisory Board and a Management board. Following the recent implementation of Directive 2006/46/EC, Romanian listed companies are required to include in their Annual Report a Declaration of conformity or nonconformity with a corporate governance code of their choice. Bucharest Stock Exchange first adopted a Corporate Governance Code in 2001; as a result, companies complying with its provisions and other financial reporting and publication requirements were accepted on the Plus (transparency) tier, while maintaining its listing in the original tier. Only one company was ever listed on the Plus tier. In 2008, Bucharest Stock Exchange modified this code and adopted a new one, inspired by the Corporate Governance Code of the Warsaw Stock Exchange. The principles and the recommendations of the Code explain the role, the duties and the composition of companies' boards of directors and management and their relationships with different stakeholder groups. Companies admitted to trading on Bucharest Stock Exchange adopt and comply with the provisions of the new Corporate Governance Code on a voluntary basis, but issuers of securities should include a Comply or Explain Declaration in the financial statements of the financial year 2009. The new code was hailed by the financial press as a step forward in the search for transparency. The purpose of our paper is twofold: on the one hand to identify a number of board characteristics that make up our proxy for corporate governance and (ii) to investigate the relationship between these characteristics and market returns. [ABSTRACT FROM AUTHOR]