EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 30 October  2015  
on amendments to the Statute of the Banca d’Italia  
(CON/20 15/41) 
 
Introduction and legal basis  
On 7 October 2015 the European Central Bank (ECB) received a request from the Banca d’Italia for an 
opini on on proposed amendments to the Statute of the Banca d’Italia (hereinafter , collectively, the ‘draft 
amendments’ ). 
The ECB’s competence to deliver an opinion is based on the second indent of Article  127(4)  and 
Article  282(5) of the Treaty on the Functioni ng of the European Union as the draft amendments relate to 
the statutes of a national central bank . 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 law  
1.1 The draft amendments incorporate into the Statute of the Banca d’Italia provisions laid down in Law 
No 5 of 29 January 20141 which converted ( with amendments ) Decree Law No 133 of 
30 November 2013. A previous ECB opinion iss ued on 21 February 20142 already took into 
account the amendments made by the Italian Parliament in the process of conversion.  
1.2 In particular, the draft amendments specify, in accordance with Law No 5 of 2014:  (a) the number 
and value of the shares of the Banca d’Italia3; (b) the range of eligible shareholders4; (c) the 
maximum amount of shares which can be held by a single shareholder , and the methods used for 
the assessment of indirect shareholdings  by reference to specific regulations applicable to 
shareholders5; and (d) the dematerialisation of shares and their transfer by a book -entry  system6.  
1.3 Other amendments have been introduced by the Banca d’Italia on its own initiative. In particular, 
the minimum period of shareholding required for shareho lders to request the Board of Directors to 
convene the meeting of shareholders, to set its agenda, to exercise voting rights in the meeting and 
to benefit from the distribution of profits is shortened from three months to 40 days , in partial 
derogation from the rules laid down in the Consolidated Law on Finance7. 
                                                 
1  Published in the Gazzetta ufficial e della Repubblica Italiana  No 23, 23.1.2014.  
2  Opinion CON/2014/19. All ECB o pinions are published on the ECB’s website at www.ecb.europa.eu.  
3  Article 3(1) of the Statute  of the Banca d’Italia, in relation to Article 4( 2) of Law No 5 of 2014.  
4  Article 3(3) of the Statute  of the Banca d’Italia, in relation to Article 4( 4) of Law No 5 of 2014.  
5  Article 3(4) of the Statute  of the Banca d’Italia, in relation to Article 4(5)  of Law No 5 of 2014.  
6  Article 4 of the Statute  of the Banca d’Italia,  in relation to Article 6( 6-bis) of Law No 5 of 2014.  
7  Legislative Decree No 58 of 24 February 1998.  
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2 1.4 Prohibitions on  joint shareholding and the registration of encumbrances on shares other than for 
guarantee purposes , already provided for in the General Regulation of the Banca d’Italia8, have 
now been included in the Statute of the Banca d’Italia.  
1.5 Further changes are envisaged as far the functioning of the meeting of shareholders is concerned. 
Regulations governing the meetings shall be approved by shareholders with the agenda of the 
meeti ng announced to shareholders in a notice published i n the Gazzetta Ufficiale della Repubblica 
Italiana at least 45 days before the date of the meeting. Moreover, t he annual ordinary general 
meeting of shareholders for approval of the Banca d’Italia’s annua l accounts  and the allocation of 
the net profits  shall be held no later than 31 M arch (instead of 31 May).  
1.6  Regarding the holding  of shares, the Statute of the Banca d’Italia specifies that the Board of 
Directors shall also be vested with the power to assess whether the top executives and 
shareholders of the entities purchasing shares meet the legal and statutory integrity requirements . 
If such requirements are not met , the Board of Directors may void the transfer of shares9.  
1.7 Other amendments provi de for minor changes to the governance of the branches , impose upon the 
Banca d’Italia additional reporting obligations, repeal provisions on clawback actions and rights or 
titles guaranteed by liens or pledges over assets, goods and securities .  
 
2. Gener al observations   
2.1 The draft amendments mainly aim at i ncorporating  into the Statute  of the Banca d’Italia the 
provisions laid down in Law No 5 of 2014 amending Decree Law No 133 of 2013. It is noted that 
the ECB has already expressed its view s on some of the draft amendments , as well as related 
provisions of the Statute of the Banca d’Italia in previous ECB opinions. Therefore, as regards the 
value of shares, the cap on shareholding,  buy-back operations that may be carried out by the 
Banca d’Italia in or der to enable shareholders to comply with the limit imposed on shareholdings , 
the nationality requirement for eligible shareholders  and financial provisions  and buffers , reference 
is made to the views expressed in those opinions10. 
2.2 The ECB understands t hat the draft amendments regarding the rules governing the meeting of 
shareholders and the minimum period of shareholding required for shareholders to exerc ise certain 
shareholders’  rights have been introduced by the Banca d’Italia taking into consideration a higher 
dispersion of shares and an expected higher turnover of shareholders . 
2.3  The ECB also understands that the provision excluding clawback actions for advances granted by 
the Banca d’Italia,  which mirror s the wording of Article 67(4) of the Bank ruptcy Law11, has been 
repealed to avoid unnecessary duplication,  whereas provisions regarding rights, title or claims 
guaranteed by pledges or liens have been repealed since they are not generally applicable but only 
                                                 
8  See Article 1 of Regolamento Generale della Banca d’Italia published on the Banca d’Italia’s website at 
www.bancaditalia.it .  
9  Article 19(3)(l) in relation to Article 6(5)(d) of Law No 5 of 2014.  
10  See in particular paragraphs  1, 3.1, 3.3, 3.5  and 6 of Opinion CON/2013/96 and paragraphs  3.2, 3.3, 3.4, 4.2  of 
Opinion CON/2014/19.  
11  Article 67(4) Regio Decreto No 267 of 16 March 1942.  
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3 enforceable by means of specific contrac tual arrangements.  
2.4 The ECB welcomes that the annual ordinary general meeting of shareholders for approval of  the 
annual accounts and the allocation of the net profits  shall be held no later than 31 March each year 
with a view to providing information in a more timely manner.  
 
This opinion will be published on the ECB’s website.  
 
 
Done at Frankfurt am Main,  30 October  2015.  
 
[signed]  
 
The President of the ECB  
Mario DRAGHI