EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 25 August 2006 
at the request of the Banca d’Italia 
on the amended Statute of the Banca d’Italia  
(CON/2006/44) 
 
Introduction and legal basis  
On 7 August 2006 the European Central Bank (ECB) r eceived a request from the Banca d’Italia for an 
opinion on its amended Statute (hereinafter the ‘amended Statute’). 
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and the third indent of Article 2(1) of Council Decision 98/415/EC of 29 June 1998 
on the consultation of the European Central Bank by  national authorities regarding draft legislative 
provisions1, as the amended Statute relates to a national central bank (NCB). In accordance with the first 
sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing Council 
has adopted this opinion. 
 1.
  Purpose of the amended Statute The revision of the Banca d’Italia’s Statute is requi red by the first sentence of Article 19(9) of Law 
N. 262 of 28 December 2005 on the protection of savings (hereinafter ‘Law 262/05’), according to 
which the Statute must be adjusted to take account of paragraphs 1 to 7 of the same article, within 
two months of entry into force of the law. Th e Italian Government consulted the ECB in 2004 on 
draft law 262/05, which broadly modified the institutional framework for the regulation and supervision of financial markets and intermediaries in Italy. Following the first opinion on this 
matter
2, the ECB was consulted twice in 2005 on certain amendments to Law 262/05 regarding 
specifically Article 19 thereof, dedicated to the Banca d’Italia3.  
 
                                                 
1  OJ L 189, 3.7.1998, p. 42.  
2  See ECB Opinion CON/2004/16 of 11 May 2004 at the request of  the Italian Ministry of Economic Affairs and Finance 
on a draft law on the protection of savings. 
3 See ECB Opinions CON/2005/34 of 6 October 2005 at the request  of the Italian Ministry of Economy and Finance on an 
amendment to the draft law on the protection of savi ngs concerning the Banca d’Italia and CON/2005/58 of 
23 December 2005 at the request of the Italian Ministry of Economy and Finance on an amendment to the draft law on 
the protection of savings concerning the Banca d’Italia. 
2 2. General comments  
2.1 The ECB notes with satisfaction that most of th e comments made in previous consultations have 
been endorsed.  
2.2 In particular, the ECB welcomes:  
- Article 17 of the amended Statute, expressly prov iding that the Banca d’Italia’s Governor is 
appointed, reappointed and removed in accordan ce with Article 14.2 of the Statute of 
European System of Central Banks and of the European Central Bank (hereinafter the 
‘ESCB Statute’)4, and 
- Article 21 of the amended Statute, expressly excluding decisions falling under the ESCB’s 
authority from the measures of external signi ficance that the Directorate may adopt in 
exercising the public functions entrusted by law to  the Banca d’Italia or to its Governor, to 
fulfil the former’s institutional purposes5, and  
- Article 22 of the amended Statute introducing the principle of collegiality for the 
Directorate’s meetings, according to which its d ecisions are to be adopted by a majority of 
the votes of those present6. 
2.3 It is nevertheless considered that some of the provisions of the amended Statute, in connection with 
which previous ECB opinions had already stressed  the need for more clarity and transparency7, 
might benefit from further simplification in view of the changes in the shareholders’ composition 
and the Banca d’Italia’s new structure. These provisi ons, in particular, relate to the way in which 
shareholders’ meetings ar e organised vis-à-vis the subdivisions in the Banca d’Italia’s branches and 
the related procedure for the appointment of the Board of Directors’ members. 
 3. Specific comments Transfer of the Banca d’Italia’s shares  3.1 According to Article 3 of the amended Statute, the Banca d’Italia’s shares will be transferred only 
with the Board of Directors’ prior consent,  preserving at all times the Banca d’Italia’s 
independence and ensuring a balanced distribu tion of the shares. In order to increase this 
provision’s effectiveness as regards the safeguard  of the Banca d’Italia’s independence, the ECB 
would recommend introducing additional safeguards,  including the Directorate’s involvement, at 
least in a consultative capacity. Moreover, regard ing the Banca d’Italia’s ownership structure, 
which is governed by law, in its previous opini ons on this matter the ECB has already expressed its 
concern that transfers must comply with th e principles established by the Treaty as regards 
                                                 
4  See paragraph 10 of ECB Opinion CON/2005/34 and paragraph 4 of ECB Opinion CON/2005/58. 
5  See paragraph 13 of ECB Opinion CON/2005/34. 
6  See paragraph 14 of ECB Opinion CON/2005/34 and paragraph 3 of ECB Opinion CON/2005/58. 
7  See paragraph 10 of ECB Opinion CON/2005/34. 
3 monetary financing and fiscal policies8. The ECB is aware that this provision is transitional and 
stands ready to provide a further assessment of its compliance with these pr inciples in the future. 
Board of Auditors 3.2 Once the amended Statute enters into force, a new auditing and controllin g structure will be in 
place to strengthen the Banca d’Italia’s corporate governance. This will be shared by three entities 
as follows. The first is the Board of Directors wh ich will henceforth be in charge of the Banca 
d’Italia’s management supervision and internal control, in compliance with the ESCB Statute and 
the provisions adopted by the ECB (Article 18 of  the amended Statute). The second is the Board of 
Auditors, which will not only exercise control on th e legality of the Banca d’Italia’s acts, but will 
also conduct accounting checks, examine accounts and express its opinion on the annual dividend 
(Article 19 of the amended Statute). While the attribution of these new tasks to the Board of 
Auditors is, in principle, compatible with centr al bank independence, it should be noted that such 
controlling activities should be subject to safeguards.  Such safeguards should, in particular, include 
guarantees that the Board of Auditors’ activities w ill not interfere with the review of the ESCB-
related tasks of the Banca d’Italia to be undertak en by the Banca d’Italia’s independent external 
auditor and that these activities ma y not jeopardise its independence
9. The third is the independent 
external auditor who will audit the accounts of the Banca d’Italia, in accordance with Article 27 of 
the Statute (Article 38 of the amended Statute). 
Directorate 3.3 The ECB takes note that Articles 25 and 26 of the amended Statute provide that members of the 
Directorate may have to deputise for the Governor  in case both the Governor (Article 25) and the 
Director General (Article 26) are absent or unable to act. Therefore, the ECB would suggest that Article 17 of the amended Statute also contains an explicit provision concerning the grounds for 
dismissal of members of the Directorate other than the Governor, comparable to those applicable to 
the Governor, under Article 14.2 of the ESCB Statute. 
Allocation of profits and reserve
  
3.4 Article 39 of the amended Statute provides that the Board of Directors determines the allocation to 
be made in the ordinary reserve for an amount of  up to 20% of the net profit for the year. The 
remaining sum will be transferred to the State. 
3.5 The ECB refers to its previous opinion concerni ng the importance of the Banca d’Italia’s financial 
independence and, in particular, the need to mainta in a sufficient amount of ordinary reserves, and, 
                                                 
8  See paragraph 5 of ECB Opinion CON/2005/58. 
9 See paragraphs 5 to 7 of ECB Opinion CON/2002/22 of 2 Se ptember 2002 at the request of the Swedish Ministry of 
Finance on a draft legislative proposal es tablishing the National Audit, including proposed amendments to the Sveriges 
Riksbank Act (1988:1385), paragraph 2.3 of ECB Opinion CON/ 2006/4 of 27 January 2006 at the request of the Central 
Bank of Cyprus on a draft law amending the Central Bank of Cyprus Laws of 2002 and 2003, and paragraph 2.3 of ECB 
Opinion CON/2006/33 of 28 June 2006 at the request of the C ypriot Ministry of Finance on a draft provision amending 
the draft law amending the Central Bank of Cyprus La ws of 2002 and 2003 and ECB Convergence Report, May 2006, 
p. 66, available at  http://www.ecb.int. 
4 if needed, also extraordinary r eserves to ensure that it has the financial means necessary for the 
performance of its statutory tasks10.  
Transitional provisions 3.6 As the ECB noted in an earlier opinion
11, a transitional regime should be compatible with 
Article 14.2 of the ESCB Statute.  
3.7 In general, the principle of personal indepe ndence, as laid down in Article 14.2 of the ESCB 
Statute12, also requires that the same rules for the secur ity of tenure of the office of governor apply 
to other members of NCB decision-making bodies involved in the performance of ESCB-related 
tasks. This applies in particular where a gover nor is first among equals between colleagues with 
equivalent voting rights or where such other members may have to deputise for the Governor. Thus, any NCB reorganisation affecting the tenure of office of the members of its decision-making bodies involved in the performance of ESCB-related tasks should foresee that they continue to 
perform their duties until the end of their term fo r which they have been appointed, in accordance 
with Article 14.2 of the Statute
13.  
3.8 The transitional provisions of the amended Stat ute provide that the members of the Board of 
Directors and the Board of Auditors14, as well as the councillors of  local branches of the Banca 
d’Italia15, remain in office until the completion of their current term of office and raise no issue of 
personal independence. 
3.9 Concerning the transitional regime for all the Directorate members in office on 12 January 2006, 
other than the Governor, the amended Statute provide s for expiry of their appointment precisely on 
the completion of 12 years as members of the Di rectorate, thereby also  coinciding with the 
maximum mandate length in Article 26 of the amende d Statute. The ECB takes note in particular of 
the following aspects: (i) the member s of the Directorate specifically affected by Article 48 of the 
amended Statute have been appointed for an inde finite term of office and are subject to no 
retirement age requirement; and (ii) Article 48 of the amended Statute aims to ensure a transition to an entirely new institutional and organisational set up for the Banca d’Italia, and is only a one-off 
arrangement. In the light of these considerations , the ECB has no comments on Article 48 of the 
amended Statute. 
 
                                                 
10  ECB Convergence Report, May 2006, 3.1.4, ‘Distribution of profits, NCBs’ capital and fina ncial provisions’, p. 66. See 
also paragraph 10 of ECB Opinion CON/2005/34.  
11 Paragraph 8 of ECB Opinion CON/2004/16. 
12  As further explained in the ECB Convergence Repor ts of 2004 and 2006 (October 2004, 2.3.1, ‘Central bank 
independence’, p. 27 and May 2006, 3. 1.3, ‘Personal independence’, p. 64). 
13  ECB Opinion CON/2004/16, ECB Opinion CON/2004/35 of 4 Nove mber 2004 at the request of the Hungarian Ministry 
of Finance on a draft law amending the Law on Magyar Nemzeti Bank and ECB Opini on CON/2006/32 of 22 June 2006 
at the request of the French Senate on a draft law on the Banque de France. 
14  Article 46 of the amended Statute. 
15  Article 47 of the amended Statute. 
5 This opinion will be published on the ECB’s website.  
  Done at Frankfurt am Main, 25 August 2006. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET