EN ECB-PUBLIC 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 27 May 2014 
on public access to specific information concerning the bad loans of certain banks  
(CON/2014/39) 
 
Introduction and legal basis 
On 11 April 2014, the European Central Bank (ECB)  received a request from the President of the 
Slovenian Parliament for an opinion on a draf t law amending the Law on access to public sector 
information1 (hereinafter the ‘draft law’). 
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 sixth indent of Article 2(1) of Council Decision 98/415/EC2, 
as the draft law relates to rules applicable to financia l institutions insofar as they materially influence the 
stability of financial institutions and markets. In acco rdance 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 
1.1 The Law on access to public sector information
3 (hereinafter the ‘Law’) provides a procedure for 
free access to and reuse of information held by entities governed by public law. According to the 
most recent amendments to the Law4, this includes information held by commercial entities under 
the dominant influence of entiti es governed by public law. 
1.2 As a result of the State aid recently granted to certain Slovenian banks5 in the form of, inter alia, 
recapitalisation and the transfer of impaired bank assets to the state-owned Bank Asset Management Company (BAMC), the most recent am endments to the Law require public disclosure 
of specific information on ‘bad loans’
6 transferred by the banks that have received State aid to the 
                                                 
1 Predlog zakona o spremembah in dopolnitvah  Zakona o dostopu do informacij javnega zna čaja, dated 8 April 2014. 
2  Council Decision 98/415/EC of 29 June 1998 on the consultati on of the European Central Bank by national authorities 
regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42).  
3  Zakon o dostopu do informacij javnega zna čaja (ZDIJZ)  (Ur. l. RS No 51/06 – offi cial consolidated text, 117/06 - 
ZDavP-2 and 23/14). 
4  Adopted on 24 March 2014 and entering into force on 17 April 2014 ( Zakon o spremembah in dopolnitvah Zakona o 
dostopu do informacij javnega zna čaja (ZDIJZ-C) (Ur. l. RS No 23/14). 
5  Pursuant to the Law on Slovenia’s m easures to strengthen bank stability ( Zakon o ukrepih Republike Slovenije za krepitev 
stabilnosti bank (ZUKSB) ) (Ur. l. RS No 105/12, 63/13 - ZS-K and 23/14 - ZDIJZ-C). 
6  The term ‘bad loans’ is defined in Article 6.a(6) of the Law. 
ECB-PUBLIC 
2 BAMC7. The Law now requires that for each bad loan tr ansferred, the following information is to 
be disclosed by the BAMC:  
(a)  information relating to concluded contracts including: (i) the type and value of the 
transaction; (ii) the name and registered seat of both the creditor and debtor and; (iii) the date 
of conclusion of the contract;  
(b)  information concerning the resolutions a dopted by the body within the relevant bank 
responsible for the approval of the transacti on including: (i) the name of the body that 
approved the transaction together with the na me and position of each member of the body; 
and (ii) the names of the bank’s Management Board and Supervisory Board members at the 
time of approval of the loan;  
(c)  information on documents concerning the security  interest to include th e type of the security 
interest and assets which are the subject of the security interest for the loan; and  
(d)  information concerning the agreement conc luded between the relevant bank and the BAMC 
including: (i) the name and registered seat of the bank; (ii) the debtors of the individual bad loans transferred to the BAMC; and (iii) the final gross exposure to individual debtors of 
such loans.  
 This disclosure is to be made on the BAMC’s website
8. 
1.3 Building on these most recent amendments, the draft law broadens the scope of disclosure required 
in relation to bad loans. Not only is the informa tion on bad loans transferred from the banks that 
have received State aid to the BAMC to be made public, but also information on bad loans remaining on their balance sheets at the date of entry into force of the draft law
9. The draft law 
requires banks that have received State aid to p ublish on their websites the relevant information on 
bad loans referred to in paragraph 1.2 above10. 
1.4 According to the explanatory memorandum to the draft law, following the recapitalisation of the 
banks with taxpayers’ money, the public interest requires an increase in tr ansparency as proposed 
by the draft amendments. The explanatory memo randum states that the extensive State support 
granted to the banks calls for transparent, effici ent and responsible conduct by both the BAMC and 
the banks in future. 
 2. Duty to consult the ECB The ECB notes that the most recent amendments to th e Law, which introduced a requirement for public 
disclosure of information relating to bad loans tran sferred to the BAMC, also assigned a new task to 
Banka Slovenije. Pursuant to Article 10.a(10) of the Law, Banka Slovenije is to specify detailed rules for 
                                                 
7  Article 6.a(5) in connection with Article 1.a(3) of the Law. 
8  See Article 6.a(5) to (7) and Article 10.a(10) of the Law. 
9  See the proposed amendments to  Article 6.a(5) of the Law. 
10  See the proposed amendments to Article 6.a(7) of the Law, the proposed Article  10.a(13) and the transitional provisions 
of the draft law. 
ECB-PUBLIC 
3 the publication of information on bad loans. Based  on Articles 127(4) and 282(5) of the Treaty and the 
third indent of Article 2(1) of Council Decision 98/ 415/EC, the national authorities must consult the ECB 
on draft legislative provisions that fall within the E CB’s fields of competence, including draft legislative 
provisions that relate to national central banks. Th e ECB must be consulted on national legislative 
provisions before they are adopted and at an appropr iate stage in the legislative process which gives the 
ECB sufficient time to examine the draft legislative provisions, adopt its opinion and allow the relevant national authorities to take the ECB’s opinion into c onsideration. The ECB requests that, in future, the 
Slovenian authorities meet their obligation to consult the ECB. 
 3. Disclosure of information 3.1 Pursuant to the Law and the draft law, a broad range of information on the individual bad loans of 
Slovenian banks that have received State aid pursuant to the Law on Slovenia’s measures to 
strengthen bank stability is required to be published.  Publication is required either by the BAMC, 
where the bad loans are transferred from the banks, or by the banks themselves if they have loans 
recorded as bad loans on their balance sheets at the date of entry into force of the draft law.  
 The explanatory memorandum to the draft law coul d be interpreted as providing that the scope of 
the disclosure obligation under the Law and the draf t law covers those banks that have received or 
will receive State aid by the date of entry into fo rce of the draft law. Therefore, the banks would 
have to disclose information concerning the loans on their balance sheet recorded as bad loans on 
the date of entry into force of the draft law. Howe ver, this is not clear due to the wording of the 
proposed amendment to Article 6.a(5) of the Law, in particular on a reading of the consolidated 
text of Article 6.a(5). 
3.2 The ECB notes that specific disclosure obligatio ns, exceptions and prohibitions are imposed by 
Union law, e.g. the Capital Requirements Regulation (CRR)
11, the Capital Requirements 
Directive12, the Market Abuse Regulation13, the Prospectus Directive14, as well as by Slovenian 
national law, e.g. the Law on banking15. The ECB would welcome clarification in the draft law as 
to the interaction and priority between the specifi c information disclosure to be made pursuant to 
                                                 
11  Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements 
for credit institutions and investme nt firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1). 
12  Directive 2013/36/EU of the European Parliament and of th e Council of 26 June 2013 on access to the activity of credit 
institutions and the prudential supervision of credit instit utions and investment firms, amending Directive 2002/87/EC 
and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338). 
13  Regulation (EU) No .../2014 of the European Parliament a nd of the Council on market abuse (market abuse regulation) 
and repealing Directive 2003/6/EC of the European Parliament and of th e Council and Commission Directives 
2003/124/EC, 2003/125/EC and 2004/72/EC (not ye t published in the Official Journal). 
14  Directive 2003/71/EC of the European Parliament and of  the Council of 4 November 2003 on the prospectus to be 
published when securities are offered to the public or ad mitted to trading and amending Directive 2001/34/EC (OJ L 345, 
31.12.2003, p. 64). 
15  Zakon o ban čništvu (ZBan-1)  (Ur. l. RS No 99/10 – official consolid ated text, 52/11 - corr., 9/11 - ZPlaSS-B, 35/11, 
59/11, 85/11, 48/12, 105/12, 56/ 13, 63/13 - ZS-K and 96/13). 
ECB-PUBLIC 
4 the draft law and the disclosure obligations or prohibitions under Union law and existing national 
legislation (including national le gislation transposing Union law)16.  
The ECB further notes that the CRR provides for a comprehensive disclosure regime which also 
contains rules on the disclosure of impaired exposures and confidential information. The CRR 
allows institutions to omit the disclosure of items of information where the information is 
confidential, i.e. if institutions  have binding obligations of c onfidentiality to customers or in 
counterparty relationships17. Confidentiality clauses are usually to be found in loan agreements and 
therefore constitute one such binding customer or counterparty relationship. Moreover, the CRR 
contains a rule on the disclosure of impair ed and past due exposures which regulates the 
information to be disclosed on bad loans in amounts allocated by, for example, geographical area (rather than by bank customer or counterparty)
18. The rationale behind the relevant Articles of the 
CRR19 is that legal provisions on the disclosure of financial information must not require credit 
institutions to disclose details relating to customer s or other counterparties to a loan agreement. 
Also, the competent authorities should pay appropria te attention to cases where they suspect that 
information is regarded as, inter alia, confidential by an institution in order to avoid disclosure of 
such information20. Finally, the objective of the CRR to ensure progressive convergence towards 
uniform rules on disclosure by institutions should not be undermined21. 
3.3 The explanatory memorandum to the draft law stat es that the disclosure of information on bad 
loans is in the public interest due to the State aid involved in the rehabilitation of the Slovenian 
banking system and that the draft law aims to foster  responsible conduct in the future. In addition to 
the ECB’s observations on the interaction of the dr aft law with Union financial services legislation 
raised in paragraph 3.2 above, the ECB notes that  there may be exceptional circumstances where 
the information will be of systemic importance a nd where legitimate interests will justify that 
disclosure be delayed or prevented. Such legitimate interests could include22: (a) preserving the 
stability of the financial system; (b) preventing li quidity crises from turning into solvency crises; 
(c) avoiding circumstances where public disclosur e could undermine the conclusion of negotiations 
designed to ensure the long-term financial recove ry of a credit institution; and (d) ensuring the 
orderly application of resolution tools under the Bank Recovery and Resolution Directive23. 
Therefore, the ECB queries whether, from a fina ncial stability perspective, the draft law should 
also provide some safeguards regarding the publ ication of information relating to bad loans 
                                                 
16  See Opinion CON/2011/84, paragraph 7.2. 
17  See Articles 432 and 442 of the CRR. 
18  See Article 442(h) of the CRR. 
19  See Articles 432 and 442 of the CRR. 
20  See recital 68 of the CRR.  
21   See recital 120 of the CRR. 
22  See Opinions CON/2012/99, paragraph 9, CON/2011/ 84, paragraph 7.2 and CON/2012/21, paragraph 16. 
23  Directive 2014/…/EU of the European Parliament and of the Council establishing a fram ework for the recovery and 
resolution of credit institutions and investment firms a nd amending Council Directive 82/891/EEC, and Directives 
2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36 /EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and 
Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (not yet 
published in the Official Journal). 
ECB-PUBLIC 
5 required by Article 6.a(5) of the Law. Ideally, the assessment of whether the information is of 
systemic importance and whether the delay or prev ention of disclosure is in the public interest 
should be made by Banka Slovenije, as both the na tional central bank and the national supervisory 
authority, in close cooperation with the rele vant macro-prudential authorities and the ECB24. 
 This opinion will be published on the ECB’s website.   Done at Frankfurt am Main, 27 May 2014.  
[Signed] 
 
The President of the ECB 
Mario DRAGHI 
                                                 
24  See Opinion CON/2012/21, paragraph 16.3.