EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 7 December 2006 
at the request of De Nederlandsche Bank 
on amendments to its Articles of Association and Rules of Procedure 
(CON/2006/54) 
 
Introduction and legal basis  
On 20 October 2006 the European Central Bank (ECB)  received a request from De Nederlandsche Bank 
(DNB) for an opinion on amendments to its Articles of  Association and Rules of Procedure (hereinafter 
the ‘draft amendments’)1.  
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 Decisi on 98/415/EC of 29 June 1998 
on the consultation of the European Central Bank by  national authorities regarding draft legislative 
provisions2, as the draft amendments concern a national cen tral 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 draft amendments 
The draft amendments are largely a consequence of  the introduction of the Dutch Corporate Governance 
Code (hereinafter the ‘Code’) by Royal Decree
3. Although the Code does not formally apply to DNB, 
DNB’s Governing Board wishes as far as possible to in corporate the basic principles and best practices 
laid down in the Code into DNB’s Articles of Asso ciation and to enhance its corporate governance. 
Moreover, the merger in 2004 between DNB and th e Pensions and Insurance Supervisory Authority 
Foundation also triggered a number of amendments.  
 2. Specific observations 2.1 Independence of DNB and government approval of remuneration policies The ECB understands that under Article 10(1) of the amended Articles of Association, the remuneration 
policy for DNB’s Governing Board is adopted by the general meeting of shareholders, whilst under 
Article 10(2) it is the Minister for Finance who dete rmines the salaries of the President and the Executive 
                                                 
1  It should be noted that formally the Rules of Pr ocedure are not covered by Council Decision 98/415/EC. 
2  OJ L 189, 3.7.1998, p. 42.  
3  Staatsblad  405 of 19 August 2004. 
2 Directors. In this context, the ECB would emphasi se that DNB’s remuneration policy should continue to 
respect the principle of institutional independence.  
2.2 Grounds for dismissal for Supervisory Board members Article 11(5) of the amended Articles of Associati on stipulates that Supervisory Board members may be 
suspended or dismissed if they no longer fulfil the re quirements for carrying out their duties or seriously 
fail to perform them. However, Article 6(7) of the amended Articles of Association stipulates that these 
are the ‘only’ grounds for dismissal or suspension of the President and the Executive Directors. For 
reasons of clarity and legal certainty, the ECB would recommend inserting the word ‘only’ into Article 11(5) between the words ‘may’ and ‘be susp ended’, thereby aligning it with Article 6(7). 
 This opinion will be published on the ECB’s website.    Done at Frankfurt am Main, 7 December 2006. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET