EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 4 June 2008 
at the request of the Bank of Greece on a draft decision establishing a derogation from Article 23a 
of Codified Law 2190/1920 on sociétés anonymes   
(CON/2008/24) 
 
Introduction and legal basis  
On 19 May 2008 the European Central Bank (ECB) received a request from the Bank of Greece for an 
opinion on a draft decision of the Banking and Credit Issues Committee of the Bank of Greece 
establishing a derogation from Article 23a of Codified Law No 2190/1920 on sociétés anonymes1 
(hereinafter the ‘draft decision’)2. 
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and, in particular, on the fift h and sixth indents of Article 2(1) of Council 
Decision 98/415/EC of 29 June 1998 on the consulta tion of the European Central Bank by national 
authorities regarding draft legislative provisions3, as the draft decision relates to payment and settlement 
systems 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, th e Governing Council has adopted this opinion. 
 1.  Purpose of the draft decision 
1.1 The aim of the draft decision is to adjust th e scope of specific Greek company law provisions, in 
order to enable certain transactions relating to cr edit institutions to be co nducted, taking into 
account their nature and function. Indeed, pur suant to Article 5(12)(e) of Law No 3601/2007
4, the 
Bank of Greece may, by way of derogati on from the general provisions applying to sociétés 
anonymes , determine the procedures, maximum amount s and all other terms for the provision by 
credit institutions of any type of loans and other credits to persons with which they maintain a 
‘special relationship’, guarantees in favour of such persons, as well as for the participation by credit 
institutions in such persons, in order to ensu re that such transactions are not conducted on 
                                                 
1  Government Gazette Vol. A 37/30.3.1963. 
2  The draft decision was discussed by the Banking and Credit Issues Committee of the Bank of Greece on 22 April 2008 
(meeting No 258, topic No 14). 
3  OJ L 189, 3.7.1998, p. 42.  
4  Law relating to the taking up and pursuit of the business of credit institutions, capital ade quacy of credit institutions an d 
investment firms and other provisions, Government Gazette Vol. A 178/1.8.2007. 
2 preferential terms or in a manner that could ope rate to the detriment of the sound and prudent 
management of the credit institution. Pursuant to  the abovementioned provision, the draft decision 
introduces a derogation from Article 23a5 of Codified Law No 2190/1920 with regard to the 
conduct of certain financial transactions between credit institutions and na tural or legal persons 
with which they maintain a ‘special relationship’6, specifying that such transactions should not be 
conducted on preferential terms or in a manner that could operate to the detriment of the sound and 
prudent management of the credit institution concerned7.  
1.2 In the same context, the draft decision further allows credit institutions which maintain a special 
relationship with each other and which belong to the same ‘aggregated liqui dity group’ within the 
meaning of Guideline ECB/2007/28, as implemented in Greece by means of Monetary Policy 
Council Act No 66/8.4.20089, to conduct specific transactions unconditionally, without being 
subject to the limitations of Artic le 23a of Codified Law No 2190/1920 . This is intended to ensure a 
smooth migration of the domestic payment system to TARGET2 and an appropriate 
implementation of the TARGET2 legal framework, in particular for liquidity pooling purposes. 
 
2. General observations 
This opinion addresses the provisions of the draft decisi on that pertain to the migration of Bank of Greece 
to TARGET2. Taking into account the fact that the Bank of Greece belongs to th e third group of national 
central banks that migrated to TARGET2 on 19 May 2008, the ECB welcomes the draft decision as a necessary measure which will enable the Bank of Gree ce to successfully complete such migration and 
properly implement the TARGET2 legal framework, su ch implementation being subject to a separate 
assessment by the ECB. The ECB understands that pe nding the adoption of the draft decision, no credit 
institutions established in Greece may be admitted to th e groups eligible to use the aggregated liquidity 
mode. 
   
                                                 
5  Subject to the provisions applying from tim e to time to transactions of credit and financial institutions with persons with 
which they have a special rela tionship, Article 23a sets out restrictions as regards the pr ovision of credit, guarantees and 
collateral to or in favour of persons maintaining a ‘spe cial relationship’ with the relevant credit institution. 
6  As defined in Act No 2606/21.2.2008 of the Governor of the Bank  of Greece, Codification of data  and information that credit 
institutions are required to transmit to the Bank of Greece peri odically for the supervision purposes – Replacement of Act 
No 2563/19.7.2005 of the Governor of the Bank of Greece – Determining of persons maintaining a special relationship with the credit institution, Govern ment Gazette Vol. B 526/26.3.20 08. Such Act was adopted pursuant to Article 5(12)(d) of 
Law No 3601/2007 which authorised the Bank of Greece, in orde r to fulfil its supervisory purposes and for transparency 
reasons, to determine the criteria  according to which natural an d legal persons are deemed to di rectly or indirectly maintain a 
‘special relationship’ with a credit institution. 
7  As for the rest, such tr ansactions are governed by S ections 11 and 12 of Chapter ΙΙ of Act No 2577/9.3.2006 of the Governor 
of the Bank of Greece on the principles of operation and eval uation of internal audit syst ems of credit and financial 
institution, Government Gazette Vol A 59/20.3.2006. 
8  Guideline ECB/2007/2 of 26 April 2007 on a Trans-European Automated Real-time Gross se ttlement Express Transfer 
system (TARGET2) (OJ L 237, 8.9.2007, p. 1). 
9  Government Gazette Vol B 697/21.4.2008. 
3 3. Specific observations 
The ECB has no specific observations on the draft decision.  This opinion will be published on the ECB’s website.   Done at Frankfurt am Main, 4 June 2008. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET