EN ECB-PUBLIC  
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 13 October 2014 
on conflict of interest rules for members of the governing bodies and executives of the Banca 
d’Italia 
(CON/2014/73) 
 
Introduction and legal basis 
On 5 September 2014 the European Central Bank (ECB) received a request from the Minister responsible 
for Simplification and Public Administration for an opinion on a draft decree im plementing Article 22(2) 
of Law No 114 of 7 August 20141 (hereinafter the ‘draft decree’). Article 22(2) concerns conflict of 
interest rules for members of the governing bo dies and executives of the Banca d’Italia. 
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 decree relates 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 decree 
1.1  Article 22(2) of Decree-Law No 90 of 24 June 2014
3 (hereinafter the ‘Decree-Law’) amended Law 
No 262 of 28 December 20054 by the addition of Article 29 bi s, which provides that members of 
the governing bodies and executives of the Co mmissione Nazionale per le Società e la Borsa 
(Consob, Italian Companies and Stock Exchange Commission) may not engage, directly or 
indirectly, in any business, consultancy or empl oyment relationship with entities regulated by 
Consob, or the subsidiaries of such entities, for a period of two years after cessation of employment 
or ceasing to hold office. Any contracts entered into  in breach of this provision will be void. Article 
29 bis does not apply to executives who were, in th eir last two years of employment, in charge of 
offices providing support services.  
1.2 The Decree-Law was subsequently submitted to  the Parliament for co nversion into law. Law 
No 114 of 7 August 2014 (hereinafter ‘the Law’), as adopted, extended the abovementioned 
restrictions to members of the governing bodies an d executives of the Banca d’Italia and provided 
                                                 
1  Gazzetta Ufficiale della Repubblica Italiana  No 190, 18.8.2014.   
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). 
3 Gazzetta Ufficiale della Repubblica Italiana No 95, 24.4.2014.  
4  Gazzetta Ufficiale della Repubblica Italiana  No 301, 28.12.2005. 
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2 that a decree of the President of the Council of Mi nisters could set a period of restriction of up to 
two years. 
1.3  The draft decree of the President of the Coun cil of Ministers, on which the ECB has now been 
consulted, sets the period of restricti on at the maximum limit of two years.  
 2.  The appropriate time to consult the ECB 
2.1 The ECB was consulted on the draft decree before its enactment, but no request was made for an 
opinion on the Law, which extended the scope of the relevant conflict of interest rules to the 
members of governing bodies and executives of the Banca d’Italia. It is well-established doctrine 
that the ECB must be consulted at an appropriate st age in the legislative process, that this should 
take place at a time that enables the ECB to adopt its opinion in all required language versions and 
that this should enable the authority initiating the legislative provisions to take the ECB’s opinion 
into account before it decides on the substance
5. 
2.2 In the Italian legal system, a decree-law adopted by the Government enters into force on 
publication in the Official Journal and must be submitted to the Parliament for conversion into law 
on the date of its adoption. Amendments may be made by the Parliament in the process of conversion into law, which was the case in the present matter. 
2.3 In this situation, as the restrictions imposed by the Decree-Law were extended to members of the 
governing bodies and executives of the Banca d’ Italia by the Parliament in the process of 
conversion into law, a consultation request should have been sent to the ECB by the Parliament before the Decree-Law was converted into the Law. The ECB wo uld like to draw the Parliament’s 
attention to this aspect of the procedure for consultations of the ECB.  
 
3.  General observations 3.1 Article 7 of the Banca d’Italia’s Code of Co nduct for Staff Members and Article 8 of the Banca 
d’Italia’s Code of Conduct for Members of the Governing Board
6 currently provide for restrictions 
on engaging in private business activities after cessation of employment or ceasing to hold office. 
In particular, during the first year after the en d of their employment relationship with the Banca 
d’Italia or after ceasing to hold office, former employees and members of the Governing Board 
must avoid any conflict of interest, arising from their former duties with the Banca d’Italia, when 
undertaking new private or professional activities. Article 22(2) of the Law tightens this restriction by extending the period of restriction to two years for members of all governing bodies and executives, under the terms and conditions referred to in paragraph 1.1 of this Opinion. The ECB 
understands that the codes of conduct will remain  in force and that the further restrictions 
introduced by Article 22(2) will only apply to the categories of persons and to the situations 
                                                 
5 See Title IV, Section I of the Guide to consultation of the European Central Bank by national authorities regarding draft 
legislative provisions. 
6   Available at http ://www.bancaditalia.it/.   
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3 referred to therein. However, the application of  the legal restrictions may vary depending on the 
meaning of the terms ‘governing bodies’, ‘executives ’ and ‘offices providing support services’. It is 
therefore advisable to provide clear definitions of such terms in order to clarify the precise 
application of the restrictions to the various categories of persons and situations.  
3.2 Without prejudice to the need for clarificatio n of the application of the restrictions, the ECB 
welcomes the aim of the Law to contribute to en suring the effectiveness and independence of the 
supervisory tasks carried out by the Banca d’Ita lia. In accordance with Ar ticle 31(3) of Council 
Regulation (EU) No 1024/20137, the ECB is in the process of establishing comprehensive and 
formal procedures, including ethics procedures and proportionate periods, to assess in advance 
and prevent possible conflicts of  interest where members of the Supervisory Board of the ECB 
and ECB staff members who are engaged in su pervisory activities are employed elsewhere, 
within a period of two years after cessation of em ployment or ceasing to hold office. Pursuant to 
subparagraph 2 of Article  31(3), such procedures will be with out prejudice to the application of 
stricter national rules. Significant differences between the post-employment conflict of interest 
rules and restrictions applicable to the members of the joint supervisory teams appointed by the 
ECB and those appointed by the Banca d’Italia for the performance of the ECB’s supervisory 
tasks should be avoided. It would therefore be advisable to provide for the possibility to review the Italian rules, as appropriate, to take into account ethical rules at the European level, including rules 
on post-employment business activities, which may be adopted in the context of the Single 
Supervisory Mechanism
8. 
3.3 In line with the principle of financial independen ce, which is an element of the principle of central 
bank independence referred to in Article 130 of th e Treaty, Member States may not interfere with 
the ability of a national central bank (NCB) to empl oy and retain the qualif ied staff necessary for 
the NCB to perform independently the tasks conferred on it by the Treaty and the Statute of the 
European System of Central Banks and of the European Central Bank. Accordingly, the proposal in the draft decree to fix the period of restriction on former members of the governing bodies and executives of the Banca d’Italia at two years should be decided after close and effective 
cooperation with the Banca d’Italia, to ensure that  any concerns as regards its ability to employ and  
                                                 
7   Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank 
concerning policies relating to the prudential supervision of credit instit utions (OJ L 287, 29.10.2013, p. 63). 
8  See Opinion CON/2014/22. All ECB opinions are pu blished on the ECB’s website at www.ecb.europa.eu. 
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4 retain qualified staff are suffici ently and appropriately addressed9. 
 This opinion will be published on the ECB’s website. 
 
 Done at Frankfurt am Main, 13 October 2014. 
 
[signed] 
 
The President of the ECB 
Mario DRAGHI 
                                                 
9   See, by analogy, the ECB’s Convergence Report 2 014, p. 35, and Opinions CON/2013/92 and CON/2014/12.