EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 26 January 2011  
on amendments to the Law on banking  
(CON/2011/3) 
 
Introduction and legal basis  
On 21 December 2010, the European Central Bank (E CB) received a request from the National Assembly 
of the Republic of Slovenia for an opinion on a draf t law amending the Law on banking (hereinafter the 
‘draft law’). On 14 January 2011, the National Asse mbly notified the ECB of amendments to the draft 
law submitted by the Slovenian Government. 
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 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 law relates to Banka Slovenije and to rules applicable 
to financial institutions insofar as they materially influence the stability of financial institutions and 
markets. In accordance with the firs t 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 As stated in the consultation request, the main  aim of the draft law is to address conflicts of 
interests of: (a) members of the management and supervisory boards of  Slovenian commercial 
banks; and (b) members of the management and supe rvisory boards of financial institutions that 
conduct business abroad in which Slovenian banks have  controlling interest. To this end, the draft 
law contains solutions to ensure that banks cond uct their business in accordan ce with the Slovenian 
Corporate Governance Code
2 and disclose information on all (d irect and indirect) business contacts 
of supervisory board members within the bank under their supervision and with the bank’s 
subsidiaries. Pursuant to the draft law, Banka Slovenije should define criteria on what constitutes 
significant business contacts.  
1.2 According to the proposed Government amendmen ts to the draft law, the references in Articles 2 
and 3 of the draft law to ‘the Corporate Govern ance Code’ would be repl aced with ‘the highest 
ethical standards for governance, taking account of conflicts of interests’. The Government also 
proposes amending Article 4 of the draft law to co ver the duty of disclosing information to ‘all 
                                                 
1  OJ L 189, 3.7.1998, p. 42.  
2  Available on the Slovenian Directors’ Associa tion website at www.zdruzenje-ns.si. 
2 significant direct and indirect business contacts that management and supervisory board members 
as well as their close family members had with the ba nk or its subsidiary’. Further, with respect to 
the duty to disclose information on compliance w ith legal acts, other rules and internal acts 
governing conflicts of interests, it is clarified that conflicts of interests concerned refer to 
management and supervisory board members of s ubsidiary financial companies with their seat 
located outside Slovenia.  
2. General observations 2.1 The ECB broadly welcomes that the draft law is aimed at addressing conflicts of interests within 
financial institutions, which was one of the factor s contributing to the global financial crisis.  
2.2 In accordance with Article 2 of the draft law,  members of the bank’s management board must 
ensure that the bank’s operations are consistent with the provisions of the Corporate Governance 
Code. Further, in accordance with Article 3 of th e draft law, members of the bank’s supervisory 
board have the duty to implement provisions of the Corporate Governance Code. The ECB 
emphasises the existing work undertaken at Union level on corporate governance
3 and draws the 
consulting authority’s attention to the importance of ensuring that the draft law is in line with 
Union legislation. Possible conflicts with future  Union legislation on these issues might be avoided 
if the draft law refrains from specifically refe rring to the Corporate Governance Code. In this 
respect, the ECB supports the Govern ment amendments where reference is broadly made to ethical 
standards for governance. 
2.3 The ECB notes the provision of Article 4a of th e draft law added by the Government amendments 
that allows three months following the entry into force of the changes for Banka Slovenije to bring 
its legal acts in line with the amended Law on banking. 
 This opinion will be published on the ECB’s website.  Done at Frankfurt am Main, 26 January 2011. 
[signed] 
 
The Vice-President of the ECB 
Vitor CONSTÂNCIO 
                                                 
3  See Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and 
pursuit of the business of credit institutions (OJ L 177, 30.6.2006, p. 1);  European Commission’s Green Paper ‘Corporate 
Governance in financial ins titutions and remuneration policies’ (COM(2010)  284 final) of 2 June 2010 available on the 
European Commission’s website at www. ec.europa.eu; and the following Committ ee of European Banking Supervisors 
documents: ‘Guidelines on the Application of the Supervisory Review Pr ocess under Pillar 2’ of 25 January 2006, 
‘Consultation paper on the Guidebook on Internal Governance ’ of 13 October 2010, and ‘Guidelines on Remuneration 
Policies and Practices’ of 10 December 2010 which are all available on the Europ ean Banking Authority’s website at 
www.eba.europa.eu.