Opinion of the European Central Bank of 7 December 2006 at the request of De Nederlandsche Bank on amendments to its Articles of Association and Rules of Procedure (CON/2006/54)
Date: 2006-12-07
Institutions: European Central Bank
Subjects: Netherlands, central bank, dismissal, national law, remuneration of work

EN 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 7 December 2006 

at the request of De Nederlandsche Bank 

on amendments to its Articles of Association and Rules of Procedure 

(CON/2006/54) 

Introduction and legal basis 

On 20 October 2006 the European Central Bank (ECB) received a request from De Nederlandsche Bank 

(DNB) for an opinion on amendments to its Articles of Association and Rules of Procedure (hereinafter 
the ‘draft amendments’)1.  

The  ECB’s  competence  to  deliver  an  opinion  is  based  on  Article  105(4)  of  the  Treaty  establishing  the 

European Community and the third indent 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 
provisions2, as the draft amendments concern a national central bank (NCB). 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 amendments 

The draft amendments are largely a consequence of the introduction of the Dutch Corporate Governance 
Code  (hereinafter  the  ‘Code’)  by  Royal  Decree3.  Although  the  Code  does  not  formally  apply  to  DNB, 

DNB’s Governing Board wishes as far as possible to incorporate the basic principles and best practices 

laid  down  in  the  Code  into  DNB’s  Articles  of  Association  and  to  enhance  its  corporate  governance. 

Moreover,  the  merger  in  2004  between  DNB  and  the  Pensions  and  Insurance  Supervisory  Authority 

Foundation also triggered a number of amendments.  

2. 

Specific observations 

2.1 

Independence of DNB and government approval of remuneration policies 

The ECB understands that under Article 10(1) of the amended Articles of Association, the remuneration 

policy  for  DNB’s  Governing  Board  is  adopted  by  the  general  meeting  of  shareholders,  whilst  under 

Article 10(2) it is the Minister for Finance who determines the salaries of the President and the Executive 

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3  

It should be noted that formally the Rules of Procedure are not covered by Council Decision 98/415/EC. 
OJ L 189, 3.7.1998, p. 42.  
Staatsblad 405 of 19 August 2004. 

 
 
 
 
 
                                                 
Directors. In this context, the ECB would emphasise that DNB’s remuneration policy should continue to 

respect the principle of institutional independence. 

2.2  Grounds for dismissal for Supervisory Board members 

Article 11(5) of the amended Articles of Association stipulates that Supervisory Board members may be 

suspended or dismissed if they no longer fulfil the requirements for carrying out their duties or seriously 

fail to perform them. However, Article 6(7) of the amended Articles of Association stipulates that these 

are  the  ‘only’  grounds  for  dismissal  or  suspension  of  the  President  and  the  Executive  Directors.  For 

reasons  of  clarity  and  legal  certainty,  the  ECB  would  recommend  inserting  the  word  ‘only’  into 

Article 11(5) between the words ‘may’ and ‘be suspended’, thereby aligning it with Article 6(7). 

This opinion will be published on the ECB’s website.  

Done at Frankfurt am Main, 7 December 2006. 

[signed] 

The President of the ECB 

Jean-Claude TRICHET 

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