EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 12 November 2008  
at the request of the Belgian Minister for Justice 
on a draft royal decree designating the institution entrusted with managing a database containing 
relevant information about issuers in the contex t of the dematerialisation of their securities 
(CON/2008/64) 
 
Introduction and legal basis  
On 25 September 2008 the European Central Bank (E CB) received a request from the Nationale Bank 
van België/Banque Nationale de Belgi que (NBB), acting on behalf of the Belgian Minister for Justice, for 
an opinion on a draft royal decree designating the institution entrusted with managing a database 
containing relevant information about issuers in the context of the dematerialisation of their securities 
(hereinafter the ‘draft royal decree’).  
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and the third and fifth indents of Article 2(1) of Council Decision 98/415/EC of 
29 June 1998 on the consultation of the European Ce ntral Bank by national authorities regarding draft 
legislative provisions1, as the draft royal decree relates to the NBB and to payment and settlement 
systems. 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 royal decree 
The draft royal decree is an element of the demateri alisation process and gradual phasing-out of bearer 
securities in Belgium provided for under the Law of 14 December 2005 abolishing bearer securities
2, and 
implements Article 8 of that law. Under the draft royal decree, the NBB is designated as the institution 
responsible for managing a database containing informati on about issuers which is relevant in the context 
of the Law of 14 December 20053, including notably the internati onal security identification number 
(ISIN), the nature, the issue date and maturity date of securities issued before 1 January 2014, the number 
of the final coupon to be materially paid out, the date on which the coupon becomes payable, etc.4 The 
                                                 
1  OJ L 189, 3.7.1998, p. 42.  
2  See ECB Opinion CON/2005/43 of 3 November 2005 at the reque st of the Belgian Ministry of Finance on a draft law 
abolishing bearer securities and a draft royal decree conc erning dematerialised corporate securities. See also ECB 
Opinion CON/2007/37 of 19 November 2007 at the request of th e Belgian Ministry of Finance on a draft royal decree 
amending the Organic Statute of the Na tionale Bank van België/Banque National e de Belgique. All ECB opinions are 
available on the ECB we bsite, www.ecb.europa.eu. 
3  Article 3 of the draft royal decree. 
4  The list of information to be reported is laid  down in Article 4 §1 of the draft royal decree. 
2 ECB understands that since the Law of 14 December 200 5 does not provide for all bearer securities to be 
converted into dematerialised securities at the same time5, it is considered useful to establish a database 
that would provide an efficient means for all parties concerned to have access to all relevant information 
in the context of the dematerialisation process. Nota bly, the database would allow its users to verify 
whether a security or a coupon has already been dematerialised6. The draft royal decree would impose a 
reporting obligation on the following institutions7: (i) those securities settlem ent institutions which are 
authorised to maintain and settle transactions in de materialised corporate securities and the authorised 
account keepers for such securities; and (ii) the secur ities settlement institutions and their participants 
referred to in coordinated Royal Decree No 62 of 10 November 1967 relating to the deposit of fungible 
financial instruments and the settlement of transacti ons in such instruments. The reporting institutions 
would pay the NBB a fixed fee by ISIN when reporting the required information8. The database would be 
accessible until 31 December 2014 under th e detailed rules and in return fo r remuneration to be laid down 
in a regulation available at the NBB on demand9. The draft royal decree itself contains no further 
provisions on access to the database. The ECB understa nds that any remuneration for inputting data into 
the database and for accessing it would only be collect ed with the aim of covering the costs incurred by 
the NBB in developing and explo iting the database and should be  sufficient for that purpose. 
 2. General observations The ECB understands that the NBB has already deve loped the database and that it has been fully 
operational since December 2007, but that it is now cons idered appropriate to adopt a legal act that would 
oblige all relevant institutions to report. The ECB we lcomes the draft royal decree as it would establish 
such a legal basis and therefore ensure that the database is complete and useful in practice. 
 This opinion will be published on the ECB’s website.  
 
Done at Frankfurt am Main, 12 November 2008. 
[signed] 
The President of the ECB 
Jean-Claude TRICHET 
                                                 
5  Whereas new issuances of bearer securities are prohibite d from 1 January 2008 onwards (Article 3 of the Law of 
14 December 2005), the conversion of existing bearer securities into either register ed or dematerialised securities is 
gradually being organised during the pe riod from 1 January 2008 to 31 December 2013 (Articles 5 to 7 of the Law), and 
all remaining bearer securities still existing on 1 January 2014 will automatically be converted into dematerialised 
securities (Article 9 of the Law). 
6  See the report to the King accompanying the draft royal decree. 
7 Article 1, 3° of the draft royal decree. In the event that  a whole issue is converted into registered securities, the 
institutions appointed by the issuer as holders of the register ed securities register should also report the information in 
Article 4 §1 of the draft royal decree as soon as possible. 
8  Article 4 §3 of the draft royal decree. 
9  Article 6 of the draft royal decree.