EN ECB-PUBLIC  
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 16 April 2012 
on the Statute of the Bank of Greece 
(CON/2012/31) 
 Introduction and legal basis
 
On 5 April 2012 the European Central Bank (ECB) r eceived a request from the Bank of Greece for an 
opinion on draft legislative provisions introducing am endments to the Statute of the Bank of Greece 
(hereinafter the ‘draft provisions’). 
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 on the third and sixth indents of Article 2(1) of Council Decision 
98/415/EC of 29 June 1998 on the consultation of  the European Central Bank by national authorities 
regarding draft legislative provisions1, as the draft provisions relate to the Bank of Greece and to rules 
applicable to financial institutions insofar as they materially influence the stability of financial institutions 
and markets. 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 provisions 
The draft provisions introduce a number of amendm ents to the Statute of the Bank of Greece, 
related to its operation, tasks and governance, par ticipation in its share capital and the distribution 
of its profits. 
1.1 As regards the operation, tasks and distribution of profits of the Bank of Greece, the proposed 
amendments: (a) extend the duration of the Bank of  Greece from 2020 to 2050; (b) enable the Bank 
of Greece’s General Council to c onvene and take action with speci al composition in relation to 
urgent matters; (c) expressly entrust the Bank of  Greece with macro-prudential authority; (d) 
specify for the financial years 2012-2020 the way in which the income of the Bank of Greece 
stemming from Greek government bonds forming part of its investment portfolio on 31 December 2011 will be transferred to the Greek State. 
                                                 
1 OJ L 189, 3.7.1998, p. 42. 
ECB-PUBLIC  
2 1.2 As regards governance and participation in shar e capital, the proposed amendments: (a) prohibit 
persons2 supervised by the Bank of Greece from hol ding Bank of Greece shares and introduce a  
2% cap on the voting rights that may be exercised by any private shareholder, with the exception of 
entities governed by public law, social security  organisations and organisations providing services 
in the public interest and (b) provide that the Ex ecutive Committee, consisting of the Governor and 
the two Deputy Governors, will take decisions b ased on a quorum and majority of two members, 
one of which must be the Governor. The Ex ecutive Committee will be responsible for the 
prudential supervision of entities supervised by  the Bank of Greece, and will exercise all powers 
related to this task by issuing acts or empowering other competent bodies of the Bank of Greece to exercise such powers. The Execu tive Committee’s work will be m onitored by three non-executive 
General Council members. 
2. General observations 
In general, the ECB welcomes the proposed ame ndments to the Statute of the Bank of Greece as 
they enhance the operation of the Bank of Greece and the exercise of its tasks. 
Moreover, the ECB understands that the proposed am endments are aimed at bringing the Statute of 
the Bank of Greece in line with some of the objectives set out in the Memorandum of Economic 
and Financial Policies (hereinafter the ‘Memorandum’)
3, in accordance with the time frame 
provided for therein. In the light of the Bank of Greece’s responsibility for resolution, restructuring and supervision, the draft provisions provide for collegial decision-making at the executive level, 
i.e. the Governor and Deputy Governors, a nd establish on-going accountability through internal 
oversight by nonexecutives in the General Council.  The draft provisions revise the structure and 
rights of the Bank of Greece’s shareholders to eliminate possible conflicts of interest in the Bank of Greece’s public policy role. In th is respect, the draft provisions prohibit supervised institutions 
from shareholdings and set a cap on the number of votes that each or related private shareholders 
can exercise. 
3. Specific observations 3.1 Distribution of profits 
3.1.1 The transfer of the income of the Bank of Gr eece from Greek government bonds forming part of its 
investment portfolio on 31 December 2011 provided for in Article 71(3) of the draft provisions must comply with the monetary financing prohib ition laid down in Article 123 of the Treaty, which 
prohibits overdraft facilities or any other type of credit facility with an NCB in favour of the public 
sector. Article 123 of the Treaty prohibits, in particul ar, the distribution of central bank profits that 
have not been fully realised, accounted for and audited and the distribution of income outside the statutory profit distribution rules. In order to co mply with the monetary financing prohibition, the 
                                                 
2  This term includes both phys ical persons and legal entities. 
3  The Second Economic Adjustment Pr ogramme for Greece, March 2012, p. 117; 
http://ec.europa.eu/economy_finance/publications/occasional _paper/2012/pdf/ocp94_en.pdf; also as an Annex V to Law 
4046/2012. FEK A 28/14.2.2012. 
ECB-PUBLIC  
3 Bank of Greece’s income from Greek government bonds may only be transferred to the State as 
part of the normal profit distribution and subject to the condition that the net profit of the year 
exceeds that income. The draft Article 71(3) ma y create the impression that the income stemming 
from Greek government bonds should be distributed  separately and therefore should be amended 
accordingly.  
3.1.2 In addition, the distribution of profits must also comply with the principle of financial 
independence. The transfer of the income of  the Bank of Greece from Greek government bonds 
forming part of its investment portfolio on 31 D ecember 2011 before the allocation of funds to the 
regular reserve fund could affect the Bank of Gr eece’s financial independence in periods during 
which the regular reserve fund is below its maximum statutory level. 
 Article 71(3) should therefore clarify that in years where the size of the regular reserve fund is at its 
statutory limit, such income is to be distributed to the State budget as part of and up to the limit of the net profits of the Bank of Greece. In years wh ere the size of the regular reserve fund is below 
its statutory limit, such income should be distri buted to the State budget up to the remaining surplus 
after the regular reserve fund has been funded according to Article 71(1). 
3.2 Shareholder rights 
The ECB welcomes the proposed amendments that  prohibit persons supervised by the Bank of 
Greece from participating in its share capital and th at cap the voting rights that may be exercised by 
any private shareholder at general meetings of th e Bank of Greece to votes attached to shares that 
do not exceed the percentage that corresponds to 2% of the Bank of Greece’s share capital. These 
amendments aim at preventing possible interferenc e in the exercise by the Bank of Greece of its 
public tasks. 
3.3 Governance arrangements  
The ECB notes that the proposed amendments e nhance the Executive Comm ittee’s role, making it 
a regular body of the Bank of Greece entrusted with the prudential supervision of entities 
supervised by the Bank of Greece. Although not explicitly mentioned in the proposed provisions, 
the ECB understands that the tasks related to the exercise of prudential supervision by the 
Executive Committee include, inter alia , the exercise of the resolution powers of the Bank of 
Greece. The ECB considers that the Executiv e Committee’s proposed composition and decision-
making process allow for the establishment of a co llegial decision-making process in the Bank of 
Greece in areas critical for the stability of financia l institutions and markets,  such as the resolution 
of supervised entities. The ECB notes that the work  of the Executive Committee will be monitored 
by three non-executive members of the Governing Council; the ECB understands that the oversight conducted by the Governing Counc il will in no way impede the Executive Committee’s decision 
making powers.  
ECB-PUBLIC  
4 3.4  Exercise of the macro-prudential authority  
The draft provisions provide that the Bank of Greece exercises, inter alia , the macro-prudential 
authority in the context of prudential supervisi on. The ECB understands that these amendments are 
aimed at reflecting Recommendation ESRB/2011/34, which provides that Member States should 
designate a national authority entrusted with  the conduct of macro-prudential policy. 
3.5  Miscellaneous  
It would be advantageous to reflect the chang es to the organisational structure of the Bank of 
Greece, with regard to the separation of prude ntial supervision from resolution, in the draft 
provisions.  
 
This opinion will be published on the ECB’s website.    Done at Frankfurt am Main, 16 April 2012. 
 
[signed] 
 
The President of the ECB 
Mario DRAGHI 
                                                 
4  Recommendation ESRB/2011/3 of the European Systemic Risk Board of 22 December 2011 on the macro-prudential 
mandate of national authorities (OJ C 41, 14.2.2012, p. 1).