EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 18 March 2022  
on amendments to the Statute of the Banca d’Italia  
(CON/20 22/10) 
 
Introduction and legal basis  
On 28 February 2022 , the European Central Bank (ECB) received a request from the Banca d’Italia for an 
opinion on proposed  amendments to the Statute of the Banca d’Italia (hereinafter the ‘ draft amendments’). 
The draft amendments implement the changes laid down in Law No 234 of 30 December 20211 (hereinafter 
the ‘Law’) , which entered into force on 1 January 2022,  and address elements of the Banca d’Italia’s 
governance.   
The ECB’s competence to deliver an opinion is based on Articles 127(4)  and 282(5) of the Treaty on the 
Functioning of the European Union and the third indent of Article 2(1) of Council Decision 98/415/EC2, as 
the draft amendments relate to the Banca d’Italia. 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 draft amendments  
1.1 The draft amendments implement  the provisions introduced by the Law on the increase in the 
shareholding ceiling in respect of the capital of the Banca d’Italia from 3 % to 5  %, as a result of 
which no shareholder can directly or indirectly own a share of the capital higher than 5 %. No voting 
rights or other economic  or ownership rights are provided for shares held in excess  of this ceiling . 
The dividends for the shares held in excess are to be attributed to the Banca d’Italia’s statutory 
reserves.  
1.2 The draft amendments also introduce changes regarding the respective roles of the Banca d’Italia’s  
Board of Auditors and external auditors . In particular,  the Board of Auditors will no longer be 
responsible for checking that the accounts are proper ly kept and that operations are entered correctly 
in the accounts . This task will henceforth be discharged  by external auditors selected in accordance 
with Article 27(1) of the Statute of the European System of Central Banks and of the E uropean 
Central Bank (hereinafter the ‘Statute of the ESCB’) . Instead, the Board of Auditors will be 
responsible for  monitori ng the adequacy of the Banca d’Italia’s accounting system.  
1.3 Finally , the draft amendments introduce several changes to improve the functioning of the decision-
making bodies  of the Banca d’Italia,  of the board of regents  charged with the general administration 
 
1  Legge 30 dicembre 2021, n. 234, Bilancio di previsione dello Stato per l'anno finanziario 2022 e bilancio pluriennale 
per il triennio 2022- 2024,  pubblicata in Gazzetta Ufficiale  n. 310 del 31- 12-2021.  
2  Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank by national authorities 
regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42). 
ECB -PUBLIC  
2 of the Banca d’Italia’s main branches  within the limits established by the  Statute  of the Banca d’Italia, 
and of the council lors appointed for the local branches under the Statute. In particular , the draft 
amendments introduce changes concerning the use of remote communication for meetings of the 
decision -making bodies and the use of secret ballot voting . Under the draft amendments , secret 
ballot voting is envisaged for a narrower subset of decisions  than was previously  the case,  such as 
those related to disciplinary measures concerning the Banca d’Italia’s  staff members , the revocation 
of the mandate of members of the Banca d’Italia’s Board of Directors  and the appointment and 
removal  of mem bers of the Governing Board. For other decisions the open voting method will be 
used instead.  
 
2. General observations  
2.1 The ECB takes note of the draft amendments and the provision  of economic and ownership rights to 
the Banca d’Italia’s shareholders.  
2.2 Under Article 131 of the Treaty each Member State is required to ensure that its national legislation 
including the statutes of its national central bank (NCB) is compatible with the Treaties and the  
Statute of the ESCB. Amendments to the statute of an NCB, in this case the Statute of the Banca 
d’Italia, should ensure that central bank independence, guaranteed under Article 130 of the Treaty 
and Article 7 and Article 14.2 of the Statute of the ESCB, is  fully respected. The Treaty is silent on 
the ownership structure of NCBs, which is  therefore left to each Member State’s  autonomous 
determination  insofar as this structure fully respects, and poses no risks to, the principle of central 
bank independence established in Article 130 of the Treaty and the other Treaty provisions governing 
tasks related to the ESCB and Eurosystem3. Pursuant to Articles 6 and 19 of the Statute of the Banca 
d’Italia , the shareholders’ meeting and the board of directors must  not interfere in any way in matters 
pertaining to the exercise of the public functions conferred on the Banca d’Italia or on the Governor 
of the Banca d’Italia by  the Treaty, the S tatute of the ESCB,  Union law and national  law concerning 
pursuit of the Ban ca d’Italia ’s institutional purposes and aims4. Considering this,  the increase in the 
shareholding ceiling  in respect of the capital of the Banca d’Italia from 3 % to 5  % raises no concerns  
from the perspective of central bank independence .  
2.3 As regards the reduction of the situations in which secret ballot voting appl ies, the ECB takes the 
view that secret voting may contribute to safeguarding the independence of an NCB’s decision -
making bodies. However, the possibility of open voting is not excluded by the principle of institutional 
independence. The draft amendments will only result in a limited reduction in the use of secret ballot 
voting within the decision- making bodies  as compared with the current situation . Sensitive decisions , 
on such matters  as disciplinary sanctions, the removal of regents and councillors, and opining on the 
reappointment  or removal of the Governor  of the Banca d’Italia,  will remain subject to secret ballot 
voting.  
2.4 Finally, regarding the impact of the draft amendment s on the Banca d’Italia’s internal finances, the 
ECB notes  that as the dividends for the shares held in excess are to be at tributed to the statutory 
 
3  See Opinions CON/2005/34 and CON/2019/23. All ECB opinions are available on EUR -Lex. 
4  See Opinion CON/ 2019/23.  
ECB -PUBLIC  
3 reserves  in accordance with Article 3(4) of the Statute of Banca d’Italia, and the ceiling for the 
determination of shares held in excess has been raised from 3% to 5%, the amount of dividends to 
be attributed to the statutory reserves will likely be reduced.  
 
This opinion will b e published on EUR -Lex.  
 
 
Done at Frankfurt am Main, 18 March 2022.  
 
[signed]  
 The President of the ECB  
Christine  LAGARDE