Your customer asks for ESG data: what a Romanian supplier can be asked for after Order 1281/2026
Updated: 4 days ago
By Dr. Maria Piroi
The short answer
If your company had no more than 1,000 employees on average in the previous financial year, a customer collecting data for its sustainability report cannot require more than the EU voluntary standard sets out. Order 1281/2026 lets you decline the rest, makes contrary contract clauses non-binding and obliges the customer to tell you what exceeds the standard.
The diagram and the steps below are a working English translation of the Romanian texts cited next to each element. The Romanian text prevails.
The request, step by step
Check why the data is requested. The protection covers requests made for sustainability reporting under the accounting regulations. Requests for other purposes, including EU due diligence requirements, are outside it (Order 1802/2014, point 492^14 para. (1^4) letter a), as amended by Order 1281/2026).
Check that the customer is a reporting entity. In Romania, from financial years beginning on 1 January 2027, these are entities exceeding a net turnover of RON 2,250,000,000 and an average of 1,000 employees, and parent companies of groups exceeding both on a consolidated basis (Order 85/2024, art. II para. (1) letter b), as replaced by Order 1281/2026; Order 1802/2014, points 492^11 and 492^19). For financial years beginning in 2024 to 2026, they are public-interest entities exceeding the criteria in point 9 para. (4) of Order 1802/2014 and an average of 500 employees, and public-interest parents of large groups above 500 employees on a consolidated basis, subject to the optional exemption for 2025 and 2026 described below (Order 85/2024, art. II paras. (1) letter a) and (3)). For a customer in another Member State, the protection comes from that State's law transposing Directive (EU) 2026/470, due by 19 March 2027 (Directive 2026/470, art. 5 para. (1)).
Check that your company is a protected entity: an average of no more than 1,000 employees in the previous financial year, counted for your company alone, without subsidiaries or the ultimate parent. A subsidiary cannot be a protected entity towards its own reporting parent (Order 1802/2014, point 492^14 paras. (1^1), (1^6) and (1^7); point 492^21 para. (1^8)).
Send a self-declaration if asked. The customer may rely on it without verifying it, unless it knows, or can reasonably be expected to know, that it is manifestly incorrect (point 492^14 para. (1^2)).
Read the customer's notice. Where a request goes beyond the voluntary standard, the customer must tell you which information exceeds it and that you have a statutory right to decline (point 492^14 para. (1^3) letter c)).
Decide item by item. Provide what falls within the value chain cap; for anything beyond it, decline or share voluntarily (point 492^14 para. (1^3); Delegated Regulation (EU) 2026/1560, art. 3 and Annex II).
The customer reports. A customer that reports its value chain without information beyond the voluntary standard is deemed to comply (point 492^14 para. (1^3) letter d)). Its statutory auditor must respect your right to decline and must not request information beyond the voluntary standards (point 564 para. (3)).
Options compared: advantages, disadvantages, risks
Option | Advantages | Disadvantages | Risks |
Provide only the value chain cap datapoints | A customer reporting without information beyond the voluntary standard is deemed to comply with its value chain duty (Order 1802/2014, point 492^14 para. (1^3) letter d)) | Above 10 employees, the cap includes energy, estimated greenhouse gas emissions, water and waste data (Delegated Regulation 2026/1560, Annex II) | A contract may still oblige you to provide information within the cap (Directive 2026/470, recital 12); requests for other purposes, such as due diligence, fall outside the cap (point 492^14 para. (1^4) letter a)) |
Decline information beyond the cap | Statutory right to decline; a contract clause requiring more is not binding, while the rest of the contract stays binding (point 492^14 para. (1^3) letters a) and b)) | After its first three reporting years, the customer may use estimates for information it does not obtain from you (point 492^14 para. (1^5)) | The right exists only for a protected entity; the customer cannot rely on a self-declaration it knows, or can reasonably be expected to know, is manifestly incorrect (point 492^14 paras. (1^1) and (1^2)) |
Share more on a voluntary basis | The cap does not prohibit voluntary sharing (Directive 2026/470, recital 12) and creates no obligation to provide sustainability information (point 492^14 para. (1^4) letter b)) | Additional data collection beyond what the customer can require (point 492^14 para. (1^3)) | The order attaches no consequence to this choice and creates no obligation to provide sustainability information (point 492^14 para. (1^4) letter b)) |
Prepare a voluntary report under the voluntary standard | Undertakings outside mandatory reporting may report voluntarily under Annex I to Delegated Regulation 2026/1560 and may use EFRAG's practical guidance (art. 2) | The full Basic Module goes beyond the cap datapoints (Annex I, Annex II) | Not required by the order (point 492^14 para. (1^4) letter b)) |
Key takeaways
The protection depends on your average headcount in the previous financial year, counted for your company alone: no more than 1,000 employees (Order 1802/2014, point 492^14 paras. (1^1), (1^6) and (1^7)).
It covers requests for sustainability reporting only, not due diligence or other purposes (point 492^14 para. (1^4)).
The ceiling is the EU voluntary standard: the datapoints in Annex II to Delegated Regulation (EU) 2026/1560, for financial years beginning on or after 1 January 2027 (art. 3 and 4).
Contract clauses requiring more are not binding; the rest of the contract stays binding (point 492^14 para. (1^3) letter b)).
The customer must tell you what exceeds the standard and that you may decline (point 492^14 para. (1^3) letter c)).
What did Order 1281/2026 change?
Order 1281/2026 of the Minister of Finance, published in Official Gazette no. 858 of 13 October 2026, amends Order 1802/2014 (Romanian accounting regulations), Order 2844/2016 (IFRS regulations) and Order 85/2024 (sustainability reporting) to transpose Directive (EU) 2026/470 (Order 1281/2026, art. I to III).
Topic | What the order says |
Who reports, from financial years beginning on 1 January 2027 (for a different financial year, the first one beginning after that date) | Entities exceeding a net turnover of RON 2,250,000,000 and an average of 1,000 employees; parent companies of groups exceeding both on a consolidated basis (Order 85/2024, art. II para. (1) letter b)) |
Financial years beginning in 2024 to 2026 | Public-interest entities exceeding the criteria in point 9 para. (4) of Order 1802/2014 and an average of 500 employees; public-interest parents of large groups above 500 employees on a consolidated basis (Order 85/2024, art. II para. (1) letter a)) |
Third-country undertakings | From 1 January 2028, for entities in section 7^2.1 of Order 1802/2014 (Order 85/2024, art. II para. (1) letter c)) |
Financial years beginning in 2025 and 2026 | Entities not exceeding RON 2,250,000,000 net turnover or 1,000 average employees, on a consolidated basis where relevant, may use an exemption from chapter 7^1, only for those years; it does not apply to chapter 7^2 entities (Order 85/2024, art. II paras. (3) to (5)) |
Protected entity | No more than 1,000 average employees in the previous financial year, counted individually, and in the value chain of a reporting entity (Order 1802/2014, point 492^14 paras. (1^1), (1^6) and (1^7)) |
Right to decline | Information beyond the voluntary standards referred to in art. 29ca of Directive 2013/34/EU (point 492^14 para. (1^3)) |
Statutory auditor | The limited assurance opinion respects the right to decline; the auditor does not request information beyond the voluntary standards (point 564 para. (3)) |
The two thresholds work differently. To fall within mandatory reporting from 2027, an entity must exceed both the turnover and the headcount threshold. The exemption for 2025 and 2026 applies to an entity that does not exceed either of them (Order 85/2024, art. II paras. (1) and (3)). Some summaries blur the "and" and the "or"; the text of the order keeps them apart.
Order 2844/2016 receives parallel rules for IFRS reporters, in Annex 1, points 48^8 and 48^16 (Order 1281/2026, art. II).
What is the voluntary standard, and what is inside the cap?
The voluntary standard is set out in Annex I to Commission Delegated Regulation (EU) 2026/1560 of 3 July 2026, published in the Official Journal on 21 September 2026. It is based on Commission Recommendation (EU) 2025/1710, itself based on the voluntary standard for SMEs (VSME) developed by EFRAG (Directive 2026/470, art. 2 point 8, inserting art. 29ca into Directive 2013/34/EU, and recital 22). The value chain cap comprises only the datapoints in Annex II, and that rule applies from financial years beginning on or after 1 January 2027 (Delegated Regulation 2026/1560, art. 3 and 4).
Annex II datapoint | 10 employees or fewer | More than 10 employees |
B1: module option, individual or consolidated basis, general company information | Yes | Yes |
B8: employees by type of contract and by gender | Yes | Yes |
B9: number and rate of recordable work-related accidents | Yes | Yes |
B10: pay at or above the applicable minimum wage; collective bargaining coverage; average training hours | Yes | Yes |
B3: total energy consumption in MWh; estimated gross greenhouse gas emissions | No | Yes |
B6: total water withdrawal | No | Yes |
B7: circular economy principles; waste generated, hazardous and non-hazardous; share diverted to recycling or reuse | No | Yes |
C1: main products or services, markets and business relationships | No | Yes |
C5: employee turnover rate | No | Yes |
C6: code of conduct or human rights policy; complaints-handling mechanism | No | Yes |
C7: confirmed human rights incidents in the own workforce, and those involving workers in the value chain, affected communities, consumers and end-users | No | Yes |
The Romanian order's own example refers to value chain reporting for the 2026 financial year (point 492^14 para. (1^7)). The Annex II list applies from financial years beginning on or after 1 January 2027; neither text sets a separate datapoint list for 2026.
Can a contract oblige you to provide more?
No, not for sustainability reporting. A reporting entity must not require a protected entity, in contractual or other arrangements, to provide information beyond the voluntary standards; a contrary clause is not binding, and the rest of the contract remains binding (Order 1802/2014, point 492^14 para. (1^3) letters a) and b)). A contract can still oblige you to provide information within the cap (Directive 2026/470, recital 12).
When does the cap not protect you?
In four situations. First, when the request serves another purpose, such as an EU due diligence requirement or the customer's own risk management (point 492^14 para. (1^4) letter a); Directive 2026/470, recital 12). Second, when your company averaged more than 1,000 employees in the previous financial year (point 492^14 para. (1^1) letter b)). Third, when you are a subsidiary of the reporting parent that asks (point 492^21 para. (1^8)). Fourth, when the customer is not a reporting entity under these rules (point 492^14 para. (1^1) letter a)).
What does the customer's auditor do?
The customer's statutory auditor gives a limited assurance opinion on its sustainability reporting (see audit in Romania for how this engagement sits next to the statutory audit). That opinion fully respects the right of value chain entities with no more than 1,000 average employees in the previous financial year to decline information beyond the voluntary standards, and the auditor must not request such information from the reporting entity or from the protected entity (Order 1802/2014, point 563 para. (4) letter a^1) and point 564 para. (3), as amended by Order 1281/2026).
Who is affected?
Romanian companies with no more than 1,000 average employees in the previous financial year that supply, or sit further down the value chain of, a reporting entity in Romania or in another Member State. Also affected are Romanian reporting entities and their statutory auditors, who must apply the cap when they ask.
What to do next
Log every ESG data request with its stated purpose and the customer's name and country.
Calculate your average number of employees for the previous financial year, for your company alone (point 492^14 paras. (1^6) and (1^7)).
Prepare a short self-declaration of protected status for customers who ask (point 492^14 para. (1^2)).
Map each question against the Annex II list for your size band (Delegated Regulation 2026/1560, Annex II).
Collect the Annex II data that applies to you from your accounting, payroll and operational records, so that answers are consistent across customers.
Review ESG clauses in supply contracts and questionnaires against point 492^14 para. (1^3).
Where a request goes beyond the cap and the customer has not said so, ask which items exceed the voluntary standard (point 492^14 para. (1^3) letter c)).
Frequently asked questions
Who is a protected entity under Order 1281/2026?
A company in the value chain of a reporting entity that did not exceed an average of 1,000 employees in the previous financial year, counted individually, without subsidiaries or the ultimate parent (Order 1802/2014, point 492^14 paras. (1^1), (1^6) and (1^7)).
Can my customer require more than the voluntary standard in our contract?
Not for sustainability reporting. Such a clause is not binding, and the rest of the contract stays binding (point 492^14 para. (1^3) letters a) and b)).
Does the protection cover due diligence questionnaires?
No. It does not affect requests for other purposes, including requests to comply with EU due diligence requirements (point 492^14 para. (1^4) letter a)).
What is the voluntary standard?
The sustainability reporting standard for voluntary use in Annex I to Delegated Regulation (EU) 2026/1560. The value chain cap comprises the datapoints in its Annex II, from financial years beginning on or after 1 January 2027 (art. 3 and 4).
Does Order 1281/2026 oblige a supplier to report sustainability information?
No. It imposes no obligation on any entity in the value chain to provide sustainability information (point 492^14 para. (1^4) letter b)).
Must my company prove that it is protected?
The customer may rely on your self-declaration without verifying it, unless it knows, or can reasonably be expected to know, that it is manifestly incorrect (point 492^14 para. (1^2)).
Which Romanian companies must report sustainability information from 2027?
Those exceeding a net turnover of RON 2,250,000,000 and an average of 1,000 employees, and parent companies of groups exceeding both on a consolidated basis, for financial years beginning on 1 January 2027 (Order 85/2024, art. II para. (1) letter b)).
Sources
Order of the Minister of Finance no. 1281/2026 on the simplification of sustainability reporting, art. I points 4 to 11, 17 and 18, art. II and art. III, Official Gazette of Romania, Part I, no. 858 of 13 October 2026, free of charge on the e-monitor page of Monitorul Oficial
Order of the Minister of Public Finance no. 1802/2014 approving the accounting regulations on individual and consolidated annual financial statements, points 492^11, 492^14, 492^19, 492^21, 563 and 564, as amended by Order 1281/2026
Order of the Minister of Finance no. 85/2024 on sustainability reporting, art. II, as replaced by Order 1281/2026
Directive (EU) 2026/470 of the European Parliament and of the Council of 24 February 2026, art. 2 points 4 and 8 and art. 5, recitals 12 and 22, on EUR-Lex
Commission Delegated Regulation (EU) 2026/1560 of 3 July 2026 establishing sustainability reporting standards for voluntary use by undertakings protected by the value chain cap, art. 1 to 4 and Annexes I and II, on EUR-Lex
Last updated: 2 November 2026. This article is for information only and does not replace an analysis of your specific situation. Drafted with AI assistance; references were verified against the primary sources.
Questions about ESG data requests from your customers? Primary contact: Bogdan Năstase · Managing Partner, International Lead
