Opinion of the European Central Bank of 18 March 2022 on amendments to the Statute of the Banca d'Italia (CON/2022/10)
Date: 2022-03-18
Institutions: European Central Bank
Subjects: legal basis

EN 

ECB-PUBLIC 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 18 March 2022  

on amendments to the Statute of the Banca d’Italia  

(CON/2022/10) 

Introduction and legal basis 

On 28 February 2022, 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 the ‘draft amendments’). 

The draft amendments implement the changes laid down in Law No 234 of 30 December 2021 1 (hereinafter 

the  ‘Law’),  which  entered  into  force  on  1  January  2022,  and  address  elements  of  the  Banca  d’Italia’s 

governance.  

The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the 

Functioning of the European Union and the third indent of Article 2(1) of Council Decision 98/415/EC 2, as 

the draft amendments relate to the Banca d’Italia. 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  

1.1  The  draft  amendments  implement  the  provisions  introduced  by  the  Law  on  the  increase  in  the 

shareholding ceiling in respect of the capital of the  Banca d’Italia from 3 % to 5 %, as a result of 

which no shareholder can directly or indirectly own a share of the capital higher than 5 %. No voting 

rights or other economic or ownership rights are provided for shares held in excess of this ceiling. 

The  dividends  for  the  shares  held  in  excess  are  to  be  attributed  to  the  Banca  d’Italia’s  statutory 

reserves.  

1.2  The draft amendments also introduce changes regarding the respective roles of the Banca d’Italia’s 

Board  of  Auditors  and  external  auditors.  In  particular,  the  Board  of  Auditors  will  no  longer  be 

responsible for checking that the accounts are properly kept and that operations are entered correctly 

in the accounts. This task will henceforth be discharged by external auditors selected in accordance 

with  Article  27(1)  of  the  Statute  of  the  European  System  of  Central  Banks  and  of  the  European 

Central  Bank  (hereinafter  the  ‘Statute  of  the  ESCB’).  Instead,  the  Board  of  Auditors  will  be 

responsible for monitoring the adequacy of the Banca d’Italia’s accounting system.  

1.3  Finally, the draft amendments introduce several changes to improve the functioning of the decision-

making bodies of the Banca d’Italia, of the board of regents charged with the general administration 

1  

2  

Legge 30 dicembre 2021, n. 234, Bilancio di previsione dello Stato per l'anno finanziario 2022 e bilancio pluriennale 
per il triennio 2022-2024, pubblicata in Gazzetta Ufficiale n. 310 del 31-12-2021. 
Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank by national authorities 
regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42). 

 
 
 
 
 
ECB-PUBLIC 

of the Banca d’Italia’s main branches within the limits established by the Statute of the Banca d’Italia, 

and  of  the  councillors  appointed  for  the  local  branches  under  the  Statute.  In  particular,  the  draft 

amendments introduce changes concerning the use of remote communication for meetings of the 

decision-making  bodies  and  the  use  of  secret  ballot  voting.  Under  the  draft  amendments,  secret 

ballot voting is envisaged for a narrower subset of decisions than was previously the case, such as 

those related to disciplinary measures concerning the Banca d’Italia’s staff members, the revocation 

of  the  mandate  of  members  of  the  Banca  d’Italia’s  Board  of  Directors  and  the  appointment  and 

removal of members of the Governing Board. For other decisions the open voting method will be 

used instead.  

2. 

General observations  

2.1  The ECB takes note of the draft amendments and the provision of economic and ownership rights to 

the Banca d’Italia’s shareholders.  

2.2  Under Article 131 of the Treaty each Member State is required to ensure that its national legislation 

including  the  statutes  of  its  national  central  bank  (NCB)  is  compatible  with  the  Treaties  and  the 

Statute of the ESCB. Amendments to the statute of an NCB, in this case the Statute of the Banca 

d’Italia, should ensure that central bank independence, guaranteed under Article 130 of the Treaty 

and Article 7 and Article 14.2 of the Statute of the ESCB, is fully respected. The Treaty is silent on 

the  ownership  structure  of  NCBs,  which  is  therefore  left  to  each  Member  State’s  autonomous 

determination insofar as this structure fully respects, and poses no risks to, the principle of central 

bank independence established in Article 130 of the Treaty and the other Treaty provisions governing 

tasks related to the ESCB and Eurosystem3. Pursuant to Articles 6 and 19 of the Statute of the Banca 

d’Italia, the shareholders’ meeting and the board of directors must not interfere in any way in matters 

pertaining to the exercise of the public functions conferred on the Banca d’Italia or on the Governor 

of the Banca d’Italia by the Treaty, the Statute of the ESCB, Union law and national law concerning 

pursuit of the Banca d’Italia’s institutional purposes and aims4. Considering this, the increase in the 

shareholding ceiling in respect of the capital of the Banca d’Italia from 3 % to 5 % raises no concerns 

from the perspective of central bank independence.  

2.3  As regards the reduction of the situations in which secret ballot voting applies, the ECB takes the 

view  that  secret  voting  may  contribute  to  safeguarding  the  independence  of  an  NCB’s  decision-

making bodies. However, the possibility of open voting is not excluded by the principle of institutional 

independence. The draft amendments will only result in a limited reduction in the use of secret ballot 

voting within the decision-making bodies as compared with the current situation. Sensitive decisions, 

on such matters as disciplinary sanctions, the removal of regents and councillors, and opining on the 
reappointment or removal of the Governor of the Banca d’Italia, will remain subject to secret ballot 

voting. 

2.4  Finally, regarding the impact of the draft amendments on the Banca d’Italia’s internal finances, the 

ECB notes that as the dividends for the shares held in excess are to be attributed to the statutory 

3  
4  

See Opinions CON/2005/34 and CON/2019/23. All ECB opinions are available on EUR-Lex. 

See Opinion CON/2019/23. 

2 

 
 
reserves  in  accordance  with  Article  3(4)  of  the  Statute  of  Banca  d’Italia,  and  the  ceiling  for  the 

determination of shares held in excess has been raised from 3% to 5%, the amount of dividends to 

be attributed to the statutory reserves will likely be reduced.  

ECB-PUBLIC 

This opinion will be published on EUR-Lex.  

Done at Frankfurt am Main, 18 March 2022. 

[signed] 

The President of the ECB 

Christine LAGARDE 

3