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)
Date: 2008-06-04
Institutions: European Central Bank
Subjects: Greece, credit institution, financial stability, intra-EU payment, national law, payment system

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  fifth  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 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, the Governing Council has adopted this opinion. 

1.  

Purpose of the draft decision 

1.1  The aim of the draft decision is to adjust the scope of specific Greek company law provisions, in 

order  to  enable  certain  transactions  relating  to  credit  institutions  to  be  conducted,  taking  into 
account their nature and function. Indeed, pursuant to Article 5(12)(e) of Law No 3601/20074, the 

Bank  of  Greece  may,  by  way  of  derogation  from  the  general  provisions  applying  to  sociétés 

anonymes,  determine  the  procedures,  maximum  amounts  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  ensure  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  adequacy  of  credit  institutions  and 

investment firms and other provisions, Government Gazette Vol. A 178/1.8.2007. 

 
 
 
 
                                                 
preferential  terms  or  in  a  manner  that  could  operate  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  natural  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 liquidity 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 Article 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 decision that pertain to the migration of Bank of Greece 

to TARGET2. Taking into account the fact that the Bank of Greece belongs to the 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  Greece  to  successfully  complete  such  migration  and 

properly  implement  the  TARGET2  legal  framework,  such  implementation  being  subject  to  a  separate 

assessment by the ECB. The ECB understands that pending the adoption of the draft decision, no credit 

institutions established in Greece may be admitted to the groups eligible to use the aggregated liquidity 

mode. 

5   Subject  to  the  provisions  applying  from  time  to  time  to  transactions  of  credit  and  financial  institutions  with  persons  with 
which  they  have  a  special  relationship,  Article  23a  sets  out  restrictions  as  regards  the  provision  of  credit,  guarantees  and 
collateral to or in favour of persons maintaining a ‘special 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 periodically 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,  Government  Gazette  Vol.  B  526/26.3.2008.  Such  Act  was  adopted  pursuant  to  Article  5(12)(d)  of 
Law No  3601/2007  which  authorised  the  Bank  of  Greece,  in  order  to  fulfil  its  supervisory  purposes  and  for  transparency 
reasons, to determine the criteria  according to which natural and legal persons are deemed to directly or indirectly maintain a 
‘special relationship’ with a credit institution. 

7   As for the rest, such transactions are governed by Sections 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  evaluation  of  internal  audit  systems  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  settlement  Express  Transfer 

system (TARGET2) (OJ L 237, 8.9.2007, p. 1). 

9   Government Gazette Vol B 697/21.4.2008. 

2 

 
 
 
 
                                                 
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 

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