EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 14 April 2011 
on amendments to the Statute of the Bank of Greece 
(CON/2011/36) 
 Introduction and legal basis
 
On 16 March 2011 the European Central Bank (ECB) received a request from the Bank of Greece (BoG) 
for an opinion on draft legislative provisions intro ducing amendments to the Statute of the Bank of 
Greece (hereinafter the ‘draft provisions’). 
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 on the third and sixth indents 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 draft provisions relate to the BoG and to rules applicable to 
financial institutions insofar as they materially influe nce the stability of financial institutions and markets. 
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 provisions 
The draft provisions serve the following main objectives. 
1.1 In accordance with Law 3867/2010 on private insura nce supervision, the establishment of a private 
life insurance fund and other provisions
2, the BoG was entrusted with the task of supervising 
private insurance companies. As a result, the Statue of the BoG is amended to add to the main tasks 
of the BoG the supervision of insurance compan ies. In addition, under the draft provisions, the 
categories of entities over which the BoG exer cises prudential supervision are extended to 
expressly include insurance companies and payment institutions. The BoG is required to submit an 
annual report to the Greek Parliament on th e fulfilment of its supervisory tasks.  
1.2 The draft provisions amend certain conditions relating to shareholder rights. Τhe record date, i.e. 
the date establishing a shareholder’s right to par ticipate in the General Meeting and to vote on the 
basis of the number of shares they  hold, is set at the beginning of the fifth day before the general 
                                                 
1     OJ L 189, 3.7.1998, p. 42. 
2    FEK 128 Α/3.8.2010. 
2 meeting. The deadline for submitting the documents for the appointment of a proxy is reduced to 
three days prior to the general meeting. Furtherm ore, shareholder rights may not only be exercised 
by Greek citizens, but also by citizens of ot her Member States and European Economic Area 
countries.  
1.3 The draft provisions extend the BoG’s collectiv e bodies to include the Social Security Board 
(hereinafter the ‘Board’). The Board was origin ally established pursuant to Article 64 of Law 
3863/20103 in the context of the reassignment to the Bo G of the task to provide pensions to its 
staff4. The Board’s appointment, composition and tasks under the draft provisions reflect, to some 
extent, Article 64(2) and (3) of Law 3863/201. Purs uant to the draft provisions, the Board will be 
composed of the BoG’s Governor, an employee of the General Secretariat of Social Security, an 
employee of the Ministry of Finance, a high-ranki ng BoG official, two representatives of the BoG’s 
insured staff members and a representative of th e BoG’s pensioners. Furthermore, a Government 
Commissioner will participate in the Board’s meeti ngs, but will not have the right to vote. The 
Board will be responsible for defining the BoG’ s general policy guidelines concerning its provision 
of pensions to its staff. The Board will also deci de on general issues relating to the application of 
relevant legislation by the BoG’s competent bodies and officials. Moreover, the Board will decide 
on appeals against negative decisions of the BoG re lating to pensions, and approve the exercise of 
all relevant legal remedies and actions availa ble to the BoG before all courts of law. 
1.4 Where a legal entity supervised  by the BoG enters into liquidation following withdrawal of its 
authorisation, the draft provisions allow the BoG to pay the liquidator’s remuneration and the liquidation costs. In turn, the BoG will acquire a cl aim against the legal entity in liquidation for the 
reimbursement of any amounts paid to the liquidator with priority over any other claim in respect 
of the proceeds of liquidation. 
 2. General observations 
The ECB understands that the general aim of the dr aft provisions is to amend the Statute of the 
BoG to: (a) take into account recent national legisla tive developments that affect the BoG’s tasks; 
(b) adequately reflect the BoG’s role in ensuri ng the efficient conduct of the liquidation process of 
the entities it supervises; (c) ensure compliance with  Union law in force. In this respect, the ECB 
generally welcomes the draft provisions as a m eans to address important aspects related to the 
operation of the BoG and the performance of its task s. The proposed amendments to the Statute of 
the BoG would also enhance the consistency of the relevant legal framework, thereby ensuring 
legal certainty. 
                                                 
3  Law on the new social security system and related provisions, FEK 115A/15.7.2010.  
4  According to the first sentence of Article 64(1) of Law 3863/2010, as of 1 January 2011 the BoG will undertake and 
arrange social insurance for its staff in the main and supplementary pension sectors; Article 64 of Law 3863/2010 re-
established the pensions regime which was applicable to the BoG staff prior to the adoption of Law 3655/2008 (FEK 58 
Α/3.4.2008). 
3  
3. Specific observations 3.1 Supervisory role  
3.1.1 The ECB notes that the draft provisions on the ex tension of the BoG’s supervisory tasks are limited 
to the insertion in the BoG’s Statute of a referen ce to the new categories of entities subject to the 
BoG’s supervision.  
3.1.2 As the transfer of insurance sector superv isory competences to the Bo G was addressed in Opinion 
CON/2010/33
5, the ECB would like to reiterate that th e BoG’s new functions should be performed 
in line with the relevant specific observations e xpressed in that Opinion. In particular, the ECB 
notes that the expanded supervisory tasks of the BoG will require increased resources, as also 
acknowledged in the updated Economic Adjustment Programme for Greece6. 
3.1.3 As regards the supervision of financial institu tions other than credit institutions by the BoG, the 
ECB welcomes the reference to payment institutio ns. Moreover, the ECB notes that Directive 
2009/110/EC  of the European Parliament and of the Council of 16 September 2009 on the taking 
up, pursuit and prudential supervision of the bus iness of electronic money institutions amending 
Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC7, which is to be 
implemented by the Member States by 30 April 2011,  amends the definition of credit institutions as 
provided for in Article 4 of Directive 2006/48/EC of  the European Parliament and of the Council of 
14 June 2006 relating to the taking up and pursu it of the business of credit institutions (recast)8. As 
a result, electronic money institutions will appear  as a separate category of financial institutions. 
Thus, the legal framework relating to the supervis ion of such institutions by the national central 
banks will have to be readjusted accordingly. 
3.2 Shareholder rights  
The proposed amendments relating to shareholder rights are in line with Directive 2007/36/EC of 
the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies
9. Nevertheless, the exact point in  time before the general meeting 
by which shareholders should register in the BoG’s books in order to be able to exercise their rights 
should be clarified, as the formulation proposed for the amendment to Article 13 of the Statute of the BoG, referring to ‘the beginning of the fifth day’  prior to the general meeting, is not sufficiently 
clear. 
                                                 
5  See paragraph 3 of CON/2010/33. All ECB opinions are published on the ECB’s website at www.ecb.europa.eu. 
6  Third Review - winter 2011. See in particular the upda ted Memorandum of Understandi ng on Specific Economic Policy 
Conditionality and the Memorandum of Economic and Financial Po licies, availabl e on the European Commission’s 
website at: http://ec.europa.eu.  
7  OJ L 267, 10.10.2009, p. 7. 
8  OJ L 177, 30.6.2006, p. 1. 
9  OJ L 184, 14.7.2007, p. 17. 
4 3.3 Central bank independence  
3.3.1 As regards proposed Article 37A, the envisaged appointment of the Board by a decision of a 
government authority and its composition, combined w ith its tasks, raise concerns with regard to 
central bank independence. 
3.3.2 In particular, proposed Article 37A provides for the appointment of the Board by means of a 
decision of the Ministry of Labour and Social Security for a term of office of three years. Moreover, regarding the Board’s composition, tw o of its members will be appointed by the 
Minister of Finance and the Minister of Labour a nd Social Security, respectively. Furthermore, a 
Government Commissioner will be inv ited, under penalty of nullity of the meeting, to participate in 
all the meetings of the Board, but will not have the right to vote
10. The draft provisions on both the 
appointing authority and the composition of the Bo ard imply that the Board will perform its tasks 
without any involvement whatsoever of the BoG’s General Council, which according to the Statute 
of the BoG is, in that respect, the co mpetent collective decision-making body. 
3.3.3 As regards its tasks, the ECB understands that according to the draft provisions, the Board does not 
have an advisory role with respect to the BoG, but is empowered, inter alia , to make decisions on 
the BoG’s policy on issues relating to the provision of pensions to its staff a nd on all legal remedies 
and actions available to the BoG in pension matters . In addition, according to Article 64(1) of Law 
3863/2010, the Board may amend statutory provisions of the BoG relating to the provision of pensions to its staff by a decision approved by the BoG’s General Council.  
3.3.4 Taking into account the above, the tasks entr usted to the Board under proposed Article 37A, 
combined with its appointment and composition as envisaged therein, raise a compatibility issue 
with Article 38 of the Statute of the BoG accord ing to which the BoG’s staff will receive their 
pensions based on terms laid down by the Bo G’s General Council (without prejudice to the 
applicable general legislation). Furthermore, th e scheme introduced by the draft provisions could 
result in the Government influencing the autonomous  formulation of the BoG’s policies on pension 
matters and ultimately on the BoG’s finances. The BoG’s autonomy in rela tion to staff pensions, 
which is an aspect of the financial independence of a central bank
11, would, therefore, be 
potentially compromised.  
3.3.5 These concerns should be adequately taken in to account in the proposed appointment, composition 
and delimitation of the tasks of the Board, whic h to some extent attempt to accommodate the 
provisions of Article 64 of Law 3863/2010. To th is end, the Board could be appointed by a 
decision of the BoG’s General Council and the participation of members appointed by the 
government could be limited to the Government Commissioner as provided for in proposed Article 37A. Alternatively, the Board could have only advisory functions to the BoG’s General 
Council on relevant matters. Such solutions would also ensure the operation of the Board as a 
                                                 
10  The Government Commissioner will have the right to veto  decisions of the Board purely on grounds of legality. 
11  See Convergence Report 2010, p. 23. 
5 specialised and flexible body and would be in line with the structure of the BoG and the 
requirements of its Statute, and in particular its  independence. Finally, the ECB considers that the 
term of office of the Board members could be further specified in the draft provisions. 
3.4 Financial aspect of the liquidation pr ocess and the monetary financing prohibition  
It is important to safeguard compliance with th e prohibition of monetary financing pursuant to 
Article 123 of the Treaty supplemented by the Council Regulation (EC) No 3603/93 of 
13 December 1993 specifying definitions for the a pplication of the prohibitions referred to in 
Articles 104 and 104b(1) of the Treaty12. This is designed to prevent central bank financing of the 
public sector. The proposed eighth amendment to th e BoG Statute aims to ensure the payment of 
the liquidator (remuneration and liquidation costs) in  case of liquidation of an entity supervised by 
the BoG after the BoG withdraws its authorisati on. The ECB understands that the BoG would have 
the right to recover any payment it made to the liqui dator, on the basis of a priority claim against 
the entity in liquidation. In the specific case of the BoG and in its competence as the supervisor of 
these entities, the whole liquidation process is alread y controlled by the BoG, i.e. opening of the 
liquidation process, appointment of the liquida tor, control of the liquidator’s activities. 
Accordingly, the BoG would not be financing a pu blic sector obligation and therefore, the draft 
provisions do not breach the m onetary financing prohibition. 
 This opinion will be published on the ECB’s website.    Done at Frankfurt am Main, 14 April 2011. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET 
 
                                                 
12  OJ L 332, 31.12.1993, p. 1.