EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 13 November 2007 
at the request of the President of Narodowy Bank Polski  
on a draft resolution amending Resolution 15/200 4 of the Management Board of Narodowy Bank 
Polski of 13 April 2004 on the rules and proce dures for calculating and holding minimum reserves 
by banks 
(CON/2007/34) 
 Introduction and legal basis
 
On 28 September 2007 the European Central Bank (ECB) received a request from the President of 
Narodowy Bank Polski (NBP) for an opinion on a draft resolution amending Resolution 15/2004 of the Management Board of Narodowy Bank Polski of  13 April 2004 on the rules and procedures for 
calculating and holding minimum reserves by banks
1 (hereinafter the ‘draft resolution’). 
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and Article 2(2) of Coun cil Decision 98/415/EC of 29 June 1998 on the 
consultation of the European Central Bank by natio nal authorities regarding draft legislative provisions2, 
as the draft resolution relates to an instrument of mo netary policy of a non-participating Member State. 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 resolution 1.1 The draft resolution complements NBP’s curre nt minimum reserves regime by providing for the 
treatment of minimum reserves held by a bank undergoing division (hereinafter the ‘divided bank’)
3. The need for these rules stems from recent changes made to the Polish banking regime, 
which makes it possible for banks estab lished in Poland in the form of a joint stock company to be 
divided. Under the applicable procedure, pa rt of the divided bank’s assets and liabilities are 
                                                 
1 Dz.Urz. NBP of 23 April 2004 No 3, Item 4, as amended.  
2 OJ L 189, 3.7.1998, p. 42.  
3  Credit institutions registered in Poland are legally referred to  as ‘banks’ (this definition does not cover the Polish version  
of credit unions, operating pursuant to the Law of 14 Decem ber 1995 on cooperative savings  and loan associations 
(Dz.U. of 4 January 1996 No 1, Item 2, as amended)). Th e term ‘credit institutions’ under Polish law only relates to 
European Economic Area (EEA) credit inst itutions from outside Poland. Non-EEA cr edit institutions are referred to 
under Polish law as ‘foreign banks’ (Article 2, Article 4(1), Article 4(3) and Articles 4(17) to (20) of the Law on banking 
of 29 August 1997 (consolidated text: Dz .U. of 12 June 2002 No 72, Item 665, as  amended, hereinafter, the ‘Law on 
banking’)).  
2 transferred to another existing or newly establis hed entity or entities, i.e. the divided bank 
continues to operate after the division, retaining part of its original assets4. The recipient entities 
can be any EEA credit institution that obtains necessary supervisory approval5.  
1.2 The draft resolution provides the following rules for calculating minimum reserves in relation to a 
divided bank and the banks receiving the assets a nd liabilities of the divided bank (hereinafter the 
‘recipient banks’): 
(i) In the reserve maintenance period in which th e division takes effect, the divided bank’s 
minimum reserve obligations are allocated to th e banks participating in the division (the 
recipient bank(s) and the divided bank), in proporti on to the part of the original reserve base 
of the divided bank that is allocated to each of  them; if a recipient bank already exists, such 
newly allocated minimum reserves obligations increase the amount of its own minimum reserve requirements for that period. 
(ii) In the following maintenance periods, each bank participating in the division continues to 
bear its (additional) minimum reserve obligations in proportion to the part of the reserve base 
allocated to it as a result of the division, until such time as such bank submits complete reporting data regarding its to tal updated reserve base figures
6.  
 2. The ECB’s comments 2.1 The draft resolution provisions are similar to  the ECB’s own minimum reserve rules that apply 
when a credit institution is subject to division
7. The ECB welcomes this approach as it takes into 
account the need for the gradual adaptation of the Poli sh legislative framework in view of the future 
adoption of euro8. However, the following elements of the draft resolution should be further 
clarified: 
(i) paragraph 9(3a) should specify that the mainte nance period referred to in that provision is 
the maintenance period in which the division tak es effect, rather than generally referring to 
the maintenance period in which a bank is ‘subj ect to division’ (which could be interpreted 
                                                 
4  Article 124c of the Law on banking, as added by the Artic le 1(3) of the amending law of 18 October 2006 (Dz.U. of 
19 October 2006 No 190, Item 1401), together with Arti cle 529(1)(4) of the Commercial Companies Code of 
15 September 2000 (Dz.U. of 8 November 2000, No 94, Item 1037, as amended). The ECB commented on the early 
version of the above referred amendments to the Law on banking in ECB Opinion CON/2006/31 of 20 June 2006 at the 
request of the Polish Minister of Finance on a draft law amending the Law on banking. 
5  Article 124c(2) of the Law on banking. Supervisory approval for a proposed division may be denied under certain 
circumstances. 
6  Paragraph 9(3a) and (3b) of Resolution 15/2004, as added by the paragraph 1 of the draft resolution. 
7  See Article 13(3) and (4) of Regulation ECB/2003/9 of 12 September 2003 on the applica tion of minimum reserves 
(OJ L 250, 2.10.2003, p. 10) together with  Article 19 of the Statute of the Europe an System of Central Banks and of the 
European Central Bank. The ECB’s concept of ‘division’ as regards a credit institution differs from the one that applies 
under the draft resolution in that the ECB rules assume that all assets and liabilities of a divided credit institution are 
acquired by the recipient entities, i.e. the divided credit in stitution ceases to exist afte r the division (Article 1 of 
Regulation ECB/2003/9). 
8  See also paragraph 5 of ECB Opinion CON/2005/14 of 31 May 2005 at the request of the Magyar Nemzeti Bank on a 
draft regulation on the calculation, method of allocation and placement of minimum reserves. 
3 as potentially spanning over several maintena nce periods in which activities preceding the 
legally defined date of division take place). In this context, the draft resolution may refer to 
the maintenance period in which the legally define d ‘date of division’ occurs (as specified in 
Article 530(2) of the Commercial Companies Code); 
(ii) the draft resolution should specify the way in which current account holdings9 held by a 
divided bank from the start of the maintenance pe riod in which the division takes effect until 
the day the division takes effect are to be a llocated between the banks participating in the 
division; 
(iii)  the draft resolution should expressly state th e manner in which the banks participating in a 
division apply the general lump sum allowa nce provisions of NBP’s minimum reserves 
regime (a fixed amount which an institution deducts in the calculation of its reserve requirement) in the maintenance period in which the division takes effect and the 
maintenance period immediately following the maintenance period in which the division takes effect
10. Such express regulation of the required treatment of the lump sum allowance 
in the case of the division of a credit instituti on is contained in the ECB’s minimum reserve 
regime, which may be used as a model in this regard11. 
2.2 The ECB limits its comments in this opinion to NBP’s minimum reserve regime as it relates to the 
division of banks. It notes, however, that paralle l minimum reserve provisions relating to bank 
acquisitions and mergers s hould be harmonised with the draft resolution provisions12. This is 
particularly relevant to corporate restructur ings involving interlinked merger and division 
operations affecting the same group of banks. In such  situations, the applicable rules should ensure 
consistent treatment of the affected banks’ mini mum reserve holdings throughout the restructuring 
process.  
 This opinion will be published on the ECB’s website.  Done at Frankfurt am Main, 13 November 2007. 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET 
                                                 
9  Funds held by the credit institution in its reserve account at  the central bank.  
10  Paragraph 4(1) of Resolution 15/2004 together with th e Article 39a of the Law on Narodowy Bank Polski of 
29 August 1997 (consolidated text: Dz.U. of 1 April 2005 No 1, Item  2, as amended). 
11  See Article 13(3), last sentence and Article 13(4), last sentence of Regulation ECB/2003/9. 
12  See paragraphs 9(1) to (3) of Resolution 15/2004. See also Article 13(1) and (2) of the Regulation ECB/2003/9.