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 context of the dematerialisation of their securities (CON/2008/64)
Date: 2008-11-12
Institutions: European Central Bank
Subjects: Belgium, database, issue of securities, payment system, securities

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 context of the dematerialisation of their securities 

(CON/2008/64) 

Introduction and legal basis 

On  25  September  2008  the  European  Central  Bank  (ECB)  received  a  request  from  the  Nationale  Bank 

van België/Banque Nationale de Belgique (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  Central  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 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 royal decree 

The draft royal decree is an element of the dematerialisation process and gradual phasing-out of bearer 
securities in Belgium provided for under the Law of 14 December 2005 abolishing bearer securities2, 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 information about issuers which is relevant in the context 
of  the  Law  of  14  December  20053,  including  notably  the  international  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  
2  

3  
4  

OJ L 189, 3.7.1998, p. 42.  
See ECB Opinion CON/2005/43 of 3 November 2005 at the request of the Belgian Ministry of Finance on a draft law 
abolishing  bearer  securities  and  a  draft  royal  decree  concerning  dematerialised  corporate  securities.  See  also  ECB 
Opinion CON/2007/37 of 19 November 2007 at the request of the Belgian Ministry of Finance on a draft royal decree 
amending  the  Organic  Statute  of  the  Nationale Bank  van  België/Banque  Nationale  de  Belgique.  All  ECB  opinions  are 
available on the ECB website, www.ecb.europa.eu. 
Article 3 of the draft royal decree. 
The list of information to be reported is laid down in Article 4 §1 of the draft royal decree. 

 
 
 
 
                                                 
ECB understands that since the Law of 14 December 2005 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.  Notably,  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  settlement  institutions  which  are 

authorised  to  maintain  and  settle  transactions  in  dematerialised  corporate  securities  and  the  authorised 

account  keepers  for  such  securities;  and  (ii)  the  securities  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  transactions  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 the detailed rules and in return for 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 understands that any remuneration for inputting data into 

the database and for accessing it would only be collected with the aim of covering the costs incurred by 

the NBB in developing and exploiting the database and should be sufficient for that purpose. 

2. 

General observations 

The  ECB  understands  that  the  NBB  has  already  developed  the  database  and  that  it  has  been  fully 

operational since December 2007, but that it is now considered appropriate to adopt a legal act that would 

oblige all relevant institutions to report. The ECB welcomes 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  

6  
7 

8  
9  

Whereas  new  issuances  of  bearer  securities  are  prohibited  from  1  January  2008  onwards  (Article  3  of  the  Law  of 
14 December  2005),  the  conversion  of  existing  bearer  securities  into  either  registered  or  dematerialised  securities  is 
gradually being organised during the period 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). 
See the report to the King accompanying the draft royal decree. 
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 registered securities register should also report the information in 
Article 4 §1 of the draft royal decree as soon as possible. 
Article 4 §3 of the draft royal decree. 
Article 6 of the draft royal decree. 

2