EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 24 August 2017  
on a draft law amending the NBB Organic Statute with regard to the number of directors on the 
NBB’s  Board   
(CON/ 2017/34) 
 
Introduction and legal basis  
On 27 July 2017 the European Central Bank (ECB) received a request from the Governor of the 
Nationale Bank van België/Banque Nationale de Belgique (NBB), on behalf of the Minister f or Finance,  for 
an opinion on a draft  law on various financial provi sions (herein after the ‘ draft law’) which amends, inter 
alia, the  Law o f 22 February 1998 etablishing the Organic Statute of the Nationale Bank van 
België/Banque Nationalie de Belgique (hereinafter the ‘NBB Organic Law ’) in order to reduce the number 
of directors on the NBB’s Board of Directors .  
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/EC1, as 
the draft law concerns the  NBB. 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  
The purpose of the draft law is to reduce the number of directors on the NBB’s Board . Currently, under 
the NBB Organic Law, in addition to the Governor, who acts as chair, the Board is composed of at least 
five but not more than seven directors, one of whom is the Vice Governor. Under the draft law, in addition 
to the Governor, the Board is composed of a maximum of five members (including the Vice Governor). 
The draft law provides that the King determines  the entry into force of this new provision.   
 
2 General observation   
 In principle, t he ECB welcomes any legislative amendment which seeks to establish more efficient 
decision -making structures  within a national central bank  (NCB )2, provided that these amendments 
do not interfere with the NCB’s independence.    
 
                                                 
1  Council Decision 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).  
2  See Opinions  CON/2001/17 and CON/2007/6.  
ECB -PUBLIC  
2 3 Specific observations  
3.1 Transitional provisions and security of tenure of existing members of the Board  
3.1.1  Article 130 of the Treaty prohibits national governments and any bodies from influencing the 
members of NCBs’ decision- making bodies in the performance of their tasks.  The concept of 
central bank independence includes various types of independence, including personal 
independence. Personal independence would be jeopardised if the rules on  security of tenure and 
grounds for dismissal of Governors under the Treaty and the Statute of the European System of 
Central Banks and of the E uropean Central Bank (hereinafter the ‘Statute of the ESCB’) did not 
apply to other members of the decision- maki ng bodies of NCBs involved in the per formance of 
ESCB- related tasks.  Various Treaty and Statute of the ESCB provisions require comparable 
security of tenure. Article 14.2 of the Statute of the ESCB does not restrict the security of tenure of office to Governors, while Article 130 of the Treaty and Article 7 of the Statute of the ESCB refer to 
‘members of the decision- making bodies’ of NCBs, rather than to Governors specifically. This 
applies in particular where a Governor is ‘first among equals’ with other members  with equivalent 
voting rights or where other members are involved in the performance of ESCB -related tasks
3. As a 
consequence, any reorganisation measure affecting the tenure of office of the members of a n 
NCB’s decision- making bodies involved in t he performance of ESCB -related tasks should 
expressly ensure that they continue to perform their duties until the end of their appointed term, in 
accordance with Article 14.2 of the Statute of the ESCB4. 
3.1.2  Against this backdrop, t he ECB understands that the date on which the draft law will  enter into 
force will be  determined by means of a Royal Decree. The ECB understands that this mechanism 
is designed to align the entry into force with the outflow of directors in the course of time in order to 
safeguard the personal independence of existing directors.  The ECB assumes that the intention is 
for the Royal Decree to be issued following the expiry of a director’s term of office which brings the 
composition of the Board to five directors not including the Governor. However,  given the 
importance of protecting the personal independence of existing directors, and to avoid any 
ambiguity  and satisfy the principle of legal certainty , the ECB suggests that  the draft law  contains 
transitional provisions which set out in clear terms when the amendments will come into force. This 
could be done, for example, by stating that the Royal Decree may be issued, at the earliest,  
following the expiry or termination of a director’s term of office which results in the Board being 
composed of five directors or fewer not inc luding the Governor.     
 
3.2 Number of directors on the Board  
3.2.1  While the draft law provides that Article 19 of the NBB Organic Law is to be amended to provide 
that the Board will have, in addition to the Governor, a maximum of five directors , instead of a 
maximum of seven as is currently the case, it does not provide for a minimum number of directors, 
unlike the minimum of five directors as is currently the case.  
                                                 
3  See Opinions  CON/2003/3 and CON/2005/25; ECB Convergence Report 2016, pp. 23 to 25.  
4  See Opinions CON/2007/6, par agraph 2.3 and CON/2007/14, par agraph 3.3.  
ECB -PUBLIC  
3 3.2.2  Under the NBB Organic Law, the King is vested with the power to appoint the Governor5 and the 
other members of the Board6. As the amendments foreseen by the draft law  do not include a 
minimum number of other members for the Board , the size of the Board will , in effect  be 
determined in a Royal Decree, with the involvement of the G overnment  and the King . Based on a 
literal construction of this provision, the Board could theor etically be reduced to one director (who 
would, incidentally, hold the title of Vice- Governor) and the Governor , on the basis of the 
requirement in the draft law of  parity between Dutch and French speakers . While the statutes of 
ESCB NCBs set out different compositions for their decision -making bodies, depending on national 
preferences and legal traditions , an institutional framework which provides a stable and long- term 
basis for a central bank’s functioning is important from the perspective of central bank 
independence7. A legal framework which permits frequent changes to the institutional set -up of an 
NCB, thus affecting its organisational or governance stability, could adversely affect the NCB’s 
institutional independence.  
3.2.3  The draft law should seek to avoid a situation in which the government may,  on a discretion ary 
basis , decide  on the size of the Board, with potent ially wide and frequent  variations . Because the 
size of the Board directly impact s the institutional set -up of  the NBB and the functioning of the 
Board as a decision- making bod y whose mandate includes involvement in the performance of 
ESCB- related tasks , the draft law should contain provisions  which  facilitat e consistency in, and 
predictability  of, the size of the Board. This will contribute to the NBB’s institutional stability  and 
could be achieved, as it is for decision- making bodies of other ESCB NCBs, through, for example,  
the inclusion in the draft law  of a fixed number  of directors or a reasonably narrow range setting out 
a minimum and maximum number of directors.  
 
This opinion will be published on the ECB’s website.  
 
 
Done at Frankfurt am Main, 24 August 2017.  
 
[signed]  
 
The President of the ECB  
Mario DRAGHI  
                                                 
5  Article 23(1) of the NBB Organic Law.  
6  Article 23(2) of the NBB Organic Law.  The appointment by the King of the other members of the Board follows a 
proposal of the Council of Regency.  
7  See CON/2011/104, especially paragraph 5.1,  and CON/2013/41, paragraph 2.5.