Opinion of the European Central Bank of 30 October 2015 on amendments to the Statute of the Banca d’Italia (CON/2015/41)
Date: 2015-10-30
Institutions: European Central Bank
Subjects: Italy, central bank, institutional activity, national law, share, shareholder

EN 

ECB-PUBLIC 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 30 October 2015 

on amendments to the Statute of the Banca d’Italia 

(CON/2015/41) 

Introduction and legal basis 

On 7 October 2015 the European Central Bank (ECB) received a request from the Banca d’Italia for an 

opinion on proposed amendments to the Statute of the Banca d’Italia (hereinafter, collectively, the ‘draft 

amendments’). 

The  ECB’s  competence  to  deliver  an  opinion  is  based  on  the  second  indent  of  Article 127(4)  and 

Article 282(5) of the Treaty on the Functioning of the European Union as the draft amendments relate to 

the statutes of a national central bank. 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 law 

1.1  The draft amendments incorporate into the Statute of the Banca d’Italia provisions laid down in Law 
No  5  of  29  January  20141  which  converted  (with  amendments)  Decree  Law  No  133  of 
30 November  2013.  A  previous  ECB  opinion  issued  on  21  February  20142  already  took  into 

account the amendments made by the Italian Parliament in the process of conversion.  

1.2 

In particular, the draft amendments specify, in accordance with Law No 5 of 2014: (a) the number 
and  value  of  the  shares  of  the  Banca  d’Italia 3;  (b)  the  range  of  eligible  shareholders 4;  (c)  the 

maximum amount of shares which can be held by a single shareholder, and the methods used for 

the  assessment  of  indirect  shareholdings  by  reference  to  specific  regulations  applicable  to 
shareholders 5; and (d) the dematerialisation of shares and their transfer by a book-entry system 6.  

1.3  Other  amendments  have  been  introduced  by  the  Banca  d’Italia  on  its  own  initiative.  In  particular, 

the minimum period of shareholding required for shareholders to request the Board of Directors to 

convene the meeting of shareholders, to set its agenda, to exercise voting rights in the meeting and 

to  benefit  from  the  distribution  of  profits  is  shortened  from  three  months  to  40  days,  in  partial 
derogation from the rules laid down in the Consolidated Law on Finance7. 

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Published in the Gazzetta ufficiale della Repubblica Italiana No 23, 23.1.2014.  

Opinion CON/2014/19. All ECB opinions are published on the ECB’s website at www.ecb.europa.eu.  
Article 3(1) of the Statute of the Banca d’Italia, in relation to Article 4(2) of Law No 5 of 2014. 

Article 3(3) of the Statute of the Banca d’Italia, in relation to Article 4(4) of Law No 5 of 2014. 
Article 3(4) of the Statute of the Banca d’Italia, in relation to Article 4(5) of Law No 5 of 2014. 
Article 4 of the Statute of the Banca d’Italia, in relation to Article 6(6-bis) of Law No 5 of 2014. 

Legislative Decree No 58 of 24 February 1998. 

 
 
 
 
                                                 
ECB-PUBLIC 

1.4  Prohibitions  on  joint  shareholding  and  the  registration  of  encumbrances  on  shares  other  than  for 
guarantee  purposes,  already  provided  for  in  the  General  Regulation  of  the  Banca  d’Italia8,  have 

now been included in the Statute of the Banca d’Italia.  

1.5  Further changes are envisaged as far the functioning of the meeting of shareholders is concerned. 

Regulations  governing  the  meetings  shall  be  approved  by  shareholders  with  the  agenda  of  the 

meeting announced to shareholders in a notice published in the Gazzetta Ufficiale della Repubblica 

Italiana  at  least  45  days  before  the  date  of  the  meeting.  Moreover,  the  annual  ordinary  general 

meeting of shareholders for approval of the Banca d’Italia’s annual accounts and the allocation of 

the net profits shall be held no later than 31 March (instead of 31 May). 

1.6   Regarding  the  holding  of  shares,  the  Statute  of  the  Banca  d’Italia  specifies  that  the  Board  of 

Directors  shall  also  be  vested  with  the  power  to  assess  whether  the  top  executives  and 

shareholders of the entities purchasing shares meet the legal and statutory integrity requirements. 
If such requirements are not met, the Board of Directors may void the transfer of shares 9.  

1.7  Other amendments provide for minor changes to the governance of the branches, impose upon the 

Banca d’Italia additional reporting obligations, repeal provisions on clawback actions and rights or 

titles guaranteed by liens or pledges over assets, goods and securities.  

2. 

General observations  

2.1  The  draft  amendments  mainly  aim  at  incorporating  into  the  Statute  of  the  Banca  d’Italia  the 

provisions laid down in Law No 5 of 2014 amending Decree Law No 133 of 2013. It is noted that 

the  ECB  has  already  expressed  its  views  on  some  of  the  draft  amendments,  as  well  as  related 

provisions of the Statute of the Banca d’Italia in previous ECB opinions. Therefore, as regards the 

value  of  shares,  the  cap  on  shareholding,  buy-back  operations  that  may  be  carried  out  by  the 

Banca d’Italia in order to enable shareholders to comply  with the limit imposed on shareholdings, 

the nationality requirement for eligible shareholders and financial provisions and buffers, reference 
is made to the views expressed in those opinions 10. 

2.2  The  ECB  understands  that  the  draft  amendments  regarding  the  rules  governing  the  meeting  of 

shareholders and the minimum period of shareholding required for shareholders to exercise certain 

shareholders’ rights have been introduced by the Banca d’Italia taking into consideration a higher 

dispersion of shares and an expected higher turnover of shareholders. 

2.3   The ECB also understands that the provision excluding clawback actions for advances granted by 
the  Banca  d’Italia,  which  mirrors  the  wording  of  Article  67(4)  of  the  Bankruptcy  Law11,  has  been 

repealed  to  avoid  unnecessary  duplication,  whereas  provisions  regarding  rights,  title  or  claims 

guaranteed by pledges or liens have been repealed since they are not generally applicable but only 

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See  Article  1  of  Regolamento  Generale  della  Banca  d’Italia  published  on  the  Banca  d’Italia’s  website  at 
www.bancaditalia.it.  

Article 19(3)(l) in relation to Article 6(5)(d) of Law No 5 of 2014. 
See  in  particular  paragraphs  1,  3.1,  3.3,  3.5  and  6  of  Opinion  CON/2013/96  and  paragraphs  3.2,  3.3,  3.4,  4.2  of 
Opinion CON/2014/19.  

Article 67(4) Regio Decreto No 267 of 16 March 1942.  

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enforceable by means of specific contractual arrangements.  

2.4  The  ECB  welcomes  that  the  annual  ordinary  general  meeting  of  shareholders  for  approval  of  the 

annual accounts and the allocation of the net profits shall be held no later than 31 March each year 

with a view to providing information in a more timely manner. 

ECB-PUBLIC 

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

Done at Frankfurt am Main, 30 October 2015. 

[signed] 

The President of the ECB 

Mario DRAGHI 

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