Opinion of the European Central Bank of 14 August 2025 on the supervisory independence of Lietuvos bankas and the prevention of conflicts of interest of its members of staff and governance bodies (CON/2025/23)
Date: 2025-08-14
Institutions: European Central Bank
Subjects: legal basis

ECB-PUBLIC 

EN 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 14 August 2025  

on the supervisory independence of Lietuvos bankas 

 and the prevention of conflicts of interest of its members of staff and governance bodies 

(CON/2025/23) 

Introduction and legal basis 

On 7 July 2025 the European Central Bank (ECB) received a request from the Minister of Finance of the 

Republic of Lithuania for an opinion on a draft law amending certain provisions of and supplementing the 

Law on Lietuvos bankas1 (hereinafter the ‘draft law’). 

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 Article 2(1), third indent, of Council Decision 98/415/EC2, as the 

draft  law  relates  to  Lietuvos  bankas  and  the  specific  tasks  conferred  upon  the  ECB  concerning  the 

prudential  supervision  of  credit  institutions  pursuant  to  Article  127(6)  of  the  Treaty.  In  accordance  with 

Article 17.5, first sentence, 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 main purpose of the draft law is to transpose into Lithuanian law the amendments to Directive 

2013/36/EU of the European Parliament and of the Council 3 introduced by Directive (EU) 2024/1619 

of the European Parliament and of the Council4 (hereinafter the ‘CRD6’) that relate to the supervisory 

independence of competent authorities and the prevention of conflicts of interest in relation to the 

officials and employees of such authorities.  

1.2 

 With  regard  to  the  maximum  term  of  office  for  members  of  the  governing  bodies  of  supervisory 

authorities  (excluding  Governors  of  national  central  banks  (NCBs))  the  consultation  request 

accompanying the draft law states that under the Law on Lietuvos bankas as it currently stands, the 

Deputy Chairs and members of the Board of Lietuvos bankas may be appointed for no more than 

1     Amending Articles 12, 16, 18, 421, 51 as well as Annex 3 and supplementing the Law by Articles 182, 183 and 

184 of the Republic of Lithuania Law No I-678 on Lietuvos bankas. 

2  

3  

regarding 

Council  Decision  98/415/EC  of  29 June  1998  on  the  consultation  of  the  European  Central  Bank  by  national 
42, 
authorities 
ELI: http://data.europa.eu/eli/dec/1998/415/oj). 
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit 
institutions  and  the  prudential  supervision  of  credit  institutions,  amending  Directive  2002/87/EC  and  repealing 
Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj). 

provisions 

legislative 

3.7.1998, 

draft 

189, 

(OJ 

p. 

L 

4     Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 amending Directive 
2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and 
governance risks (OJ L, 2024/1619, 19.6.2024, http://data.europa.eu/eli/dir/2024/1619/oj). 

 
 
 
 
 
 
 
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two consecutive terms of office. The consultation request further notes that these provisions of the 

Law on Lietuvos bankas comply with the provision relating to the maximum term of office for members 

of the governing bodies of supervisory authorities (excluding Governors of NCBs) laid down in the 

CRD6. In addition, the consultation request states that the current provisions of the Law on Lietuvos 

bankas regulating the appointment and dismissal of members of the Board of Lietuvos bankas are 

consistent with the principles of the CRD6 and that the draft law only supplements them with new 
provisions  concerning  the  public  disclosure  of  grounds  for  dismissal. In  this  respect,  the  draft  law 

provides  that  Lietuvos  bankas  must  publish  on  its  website  the  grounds  for  dismissal  within  five 

working days of dismissal of the Chair of the Board, a Deputy Chair, or a member of the Board of 

Lietuvos bankas. 

1.3 

The draft law adds to the categories of entities set out in the Law on the Coordination of Public and 

Private Interests of the Republic of Lithuania5 in relation to which a cooling-off period is applied to 

former staff and members of the governing bodies of Lietuvos bankas who take up employment or 

positions with such entities. The additional categories include not only supervised entities but also 

their  direct  and  indirect  parent  undertakings,  subsidiaries,  undertakings  in  which  the  relevant 

supervised  entity  holds  a  participation  interest,  entities  providing  services  to  any  of  the 

abovementioned entities under outsourcing agreements, and entities engaged in lobbying or interest 

representation activities directed at Lietuvos bankas. 

1.4 

The draft law specifies the duration of the cooling-off period: a 12-month period is applicable to the 

Chair of the Board of Lietuvos bankas, as well as to his/her deputies, and to Board members; a 12-

month period also applies to staff of Lietuvos bankas who served as members or alternate members 

of bodies established by the Board that operate on a collegial basis and are tasked with performing 

certain functions 6; a shorter period of six months is applicable to other staff of Lietuvos bankas. The 

draft law also provides that a shorter cooling-off period of no less than three months may be applied 

if a longer period would disproportionately restrict a former employee’s right to take up employment 

after leaving Lietuvos bankas and if such an exemption aligns with the interests of Lietuvos bankas. 

1.5 

The draft law provides that staff of Lietuvos bankas are entitled to receive compensation during the 

cooling-off period in accordance with procedures and conditions established by the Board of Lietuvos 

bankas. However, no compensation is to be paid if the employment contract with the employee of 

Lietuvos  bankas  was  terminated  due  to  gross  misconduct  or  a  second,  identical,  breach  of  work 

duties  committed  within  the  previous  12  months,  or  if  the  employee  was  dismissed  from  Lietuvos 

bankas on the grounds of being found guilty of committing a crime or criminal offence.  

1.6 

In  addition,  the  draft  law  introduces  amendments  clarifying  the  rights  of  officials  authorised  by 

Lietuvos bankas to carry out inspections under the Law on Lietuvos bankas. In particular, the draft 

law  establishes  the  right  of  such  officials,  when  conducting  inspections  having  obtained  a  court 

authorisation, to: (a) temporarily seize items and storage media of legal entities that may be used as 

5    

6    

The Republic of Lithuania Law No VIII-371 on the Coordination of Public and Private Interests of the Republic 
of Lithuania. 
That is, the functions outlined in Article 11(1)(13) and (18) of the Law on Lietuvos bankas. 

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evidence of breaches; and (b) seal documents, notes on employees, and storage media for the period 

and to the extent necessary to carry out the inspection. 

2. 

General observations  

2.1  Article 130 of the Treaty and Article 7 of the Statute of the European System of Central Banks and 

the  European  Central  Bank  (hereinafter  the  ‘Statute  of  the  ESCB’)  address  the  independence  of 

central banks in the European System of Central Banks (ESCB) 7, stipulating that when exercising 

the powers and carrying out the tasks and duties conferred upon them by the Treaties and the Statute 

of the ESCB, neither the ECB, nor an NCB, nor any member of their decision-making bodies, are to 

seek or take instructions from Union institutions, bodies, offices or agencies, from any government 

of a Member State or from any other body. This independence was thus entrusted to the ECB and 

Lietuvos bankas, as an NCB, by primary law.  

2.2  Based on considerations of central bank independence, and in order to ensure the independence of 

NCBs such as Lietuvos bankas when exercising the powers and carrying out the tasks and duties 

conferred upon them by the Treaties and the Statute of the ESCB, the ECB has established an ethics 
framework. This includes the ECB’s Code of Conduct for high-level ECB officials8 (hereinafter the 

‘Single Code’), which applies, among others, to the members of the Governing Council of the ECB 

when  exercising  their  functions  as  members  of  a  high-level  ECB  body,  and  Guideline  (EU) 

[2021/2253] of the European Central Bank 9, which is addressed to the NCBs of the Eurosystem and 

establishes ethics requirements applicable to the members of the decision-making bodies and staff 
of the NCBs.  

2.3  The NCBs, as an integral part of the ESCB, must act in accordance with the guidelines of the ECB10. 

Hence,  national  legislation  is  without  prejudice  to  the  ethics  framework  which  the  ECB  has 

established  in  order  to  ensure  the  independence  of  the  ECB  and  the  NCBs  when  exercising  the 

powers and carrying out the tasks and duties conferred upon them by the Treaties and the Statute 

of the ESCB, as both frameworks have their own scope and legal basis.  

2.4  Furthermore,  Article  19  of  Council  Regulation  (EU)  No  1024/201311  (hereinafter  the  ‘Single 

Supervisory Mechanism (SSM) Regulation’) stipulates that when carrying out the tasks conferred on 

it  by the  SSM Regulation,  the  ECB  and the national  competent authorities acting within the  SSM 

must act independently. The legal basis for this provision is Article 127(6) of the Treaty. Article 31(3) 

of the  SSM  Regulation  furthermore requires  the ECB, in cooperation with the national competent 

authorities,  to:  (a)  establish  and  maintain  comprehensive  and  formal  procedures  including  ethics 

procedures and proportionate periods to assess in advance and prevent possible conflicts of interest 

7     Regarding the doctrine of the ECB as to the independence and its ramifications, see the ECB Convergence 

Report 2025, Section 2.2. Available on the ECB’s website at www.ecb.europa.eu. 

8     Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3).   
9     Guideline (EU) [2021/2253] of the European Central Bank of 2 November 2021 laying down the principles of the 
ELI: 

(ECB/2021/49) 

17.12.2021, 

Ethics 

454, 

(OJ 

p. 

7, 

L 

Eurosystem 
http://data.europa.eu/eli/guideline/2021/2253/oj). 

Framework 

10    See Article 14.3 of the Statute of the ESCB. 
11    Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central 
Bank concerning policies relating to the prudential supervision of credit institutions (OJ L 287, 29.10.2013, p. 
63, ELI: http://data.europa.eu/eli/reg/2013/1024/oj). 

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resulting from subsequent employment within two years of members of the Supervisory Board; and 

(b) provide for appropriate disclosures. Those procedures are without prejudice to the application of 

stricter national rules. 

2.5 

In  view  of  this  independence  and  these  requirements  of  the  SSM  Regulation,  the  ECB  has 

established an ethics framework to ensure the independence of national competent authorities, such 

as Lietuvos bankas, when assisting the ECB in carrying out the tasks conferred on it by the SSM 

Regulation. This ethics framework includes the Single Code, which  applies, among  others, to the 

members of the Supervisory Board of the ECB when exercising their functions as members of a high-

level ECB body, and Guideline (EU) 2021/2256 of the European Central Bank 12, which is addressed 

to the national competent authorities of the SSM and establishes ethics requirements applicable to 

the members of their bodies and the members of staff of the national competent authorities. In view 

of the responsibility of the ECB for the effective and consistent functioning of the SSM13, the national 

competent authorities must comply with Guideline (EU) 2021/2256.  

2.6 

In  contrast  to  the  ethics  framework  ultimately  based  on  Article  127(6)  of  the  Treaty,  the  CRD6, 

including its provision on supervisory independence of competent authorities 14, is based on Article 

53(1) of the Treaty. A legal act based on this provision cannot alter the rights and obligations of the 

ECB and the national competent authorities when carrying out the tasks conferred on them by the 

SSM Regulation based on Article 127(6) of the Treaty. It follows from settled case-law of the Court 

of Justice of the  European Union 15 that the different legal bases, namely Article  53(1) and  Article 

127(6) of the Treaty, cannot be combined as the legal basis for a legal act, in view of the different 

procedures  involved.  In  particular,  the  measures  adopted  under  Article  53(1)  of  the  Treaty  are 

adopted  by  the  European  Parliament  and  the  Council,  acting  in  accordance  with  the  ordinary 

legislative procedure, and after consulting the Economic and Social Committee (and, if relevant, the 

ECB  in  accordance  with  Articles  127(4)  and  282(5)  of  the  Treaty).  By  contrast,  the  regulations 

adopted under Article 127(6) of the Treaty are adopted by the Council alone, in a special legislative 

procedure in which the Council acts unanimously, after consulting the European Parliament and the 

ECB 16. 

2.7  Hence, the amendments made by the CRD6 are without prejudice to the ethics framework which the 

ECB has established to ensure the independence of the national competent authorities in the context 

of  the  SSM,  as  both  frameworks  have  their  own  scope  and  legal  basis.  The  Union  legislator 

acknowledged  this  through  the  CRD6’s  amendments  to  Directive  2013/36/EU,  which  provide  that 

Article 4a(2) of Directive 2013/36/EU is without prejudice to the rights and obligations of the national 

for 

the  Single  Supervisory  Mechanism 

12    Guideline (EU) 2021/2256 of the European Central Bank of 2 November 2021 laying down the principles of the Ethics 
(OJ  L  454,  17.12.2021,  p.  21, 

Framework 
ELI: http://data.europa.eu/eli/guideline/2021/2256/oj). 
See Article 6(1) of the SSM Regulation. 
See Article 1, point (4), of the CRD6, which inserts Article 4a in Directive 2013/36/EU. 
See  judgment  of  the  Court  of  Justice  of  29  April  2004,  Commission  v  Council,  C-338/01,  ECLI:EU:C:2004:253, 
paragraphs 57 and 58; and judgment of the Court of Justice of 10 January 2006, Commission v Parliament and Council, 
C-178/03, ECLI:EU:C:2006:4, paragraphs 43 to 60. 
See paragraph 2.6.2 of Opinion CON/2024/21 and paragraph 2.1.3 of Opinion CON/2025/19. All ECB opinions are 
published on EUR-Lex. 

13   
14   
15   

16   

(ECB/2021/50) 

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competent authorities pursuant to the SSM established by the SSM Regulation17. Such provisions 

may serve as guidance for establishing safeguards for the independence of the ECB and the national 

competent authorities when carrying out the tasks conferred on them by the SSM Regulation 18. 

3. 

Specific observations  

3.1  The consultation request states that the Law on Lietuvos bankas already complies with the provisions 

of the CRD6 on the maximum term of office for members of the governance bodies of competent 

authorities – excluding Governors of NCBs – which provide that Member States must ensure that no 

member  of  a competent  authority’s  governance  body  who  is  appointed  after  11 January  2026 

remains in office for more than 14 years 19. The ECB understands, therefore, that it is not necessary 

for the draft law to include any provisions in this respect. Under the Law on Lietuvos bankas the Chair 

of the Board is appointed for a term of five years and may be appointed to his or her position for an 

unlimited number of terms of office, while the Deputy Chairs and members of the Board are appointed 

for  a  term  of  six  years  and  may  be  appointed  to  their  respective  positions  for  no  more  than  two 

consecutive terms 20. In this context, the ECB highlights that in accordance with Article 14.2 of the 

Statute of the ESCB, statutes of national central banks must provide for a minimum term of office of 

five years for a Governor. This does not preclude longer terms of office. Applying the rules regarding 

the term of office of Governors to other members of the decision-making bodies of NCBs involved in 

the  performance  of  ESCB-related  tasks  will  also  safeguard  the  personal  independence  of  those 

persons.  Article  130  of  the  Treaty  and  Article  7  of  the  Statute  of  the  ESCB,  which  address  the 

independence of central banks in  the  ESCB, refer  to ‘members of the decision-making bodies’  of 

NCBs,  rather  than  to  Governors  specifically.  The  application  of  the  same  rules  regarding  term  of 

office to both Governors and members of decision-making bodies is particularly pertinent where a 

Governor  is  ‘first  among  equals’  alongside  other  members  who  have  equivalent  voting  rights,  or 

where other members are involved in the performance of ESCB-related tasks21, as is the case in 

Lietuvos bankas. The ECB considers that the relevant provisions of the Law on Lietuvos bankas are 

consistent with the requirements of Article 14.2 of the Statute of the ESCB22. 

3.2  As noted in the consultation request and in  paragraph 1.2,  the  provisions of the Law on Lietuvos 

bankas as they currently stand that regulate the appointment and dismissal of members of the Board 

of Lietuvos bankas are consistent with the principles of the CRD6 and the draft law only supplements 

them  with  new  provisions  concerning  the  public  disclosure  of  grounds  for  dismissal.  The  CRD6 

provides in this respect that Member States must ensure that members of a competent authority’s 

governance body are appointed on the basis of published criteria that are objective and transparent 

and that those members can be dismissed if they no longer meet the criteria of appointment or have 

17    See  the  fourth  subparagraph  of  Article  4a(2)  of  Directive  2013/36/EU,  as  inserted  by  the  CRD6.  This 
acknowledgement refers directly to the dismissal requirements included in Article 4(2), second subparagraph, 
of the CRD6. 

18    See paragraph 2.1.4 of Opinion CON/2025/19. 
19    See Article 4a(2), second paragraph, first sentence, of the CRD6. 
20    See Article 10(4) to (6) of the Law on Lietuvos bankas. 
21    See ECB Convergence Report, June 2025, p. 26. 
22    See ECB Convergence Report, May 2006, p. 75 and ECB Convergence Report, May 2008, p. 238.  

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been convicted of a serious criminal offence. The reasons for dismissal are to be made public unless 

the member of the competent authority’s governance body concerned objects to the publication 23. 

The ECB understands, therefore, that it is not necessary for the draft law to include any provisions 

in  this  respect.  Under  the  Law  on  Lietuvos  bankas,  the  Chair  of  the  Board,  Deputy  Chairs  and 

members of the Board can only be dismissed prior to the expiration of their term of office if they do 

not fulfil the conditions required for the performance of their duties or they have been found guilty of 

serious  misconduct24.  In  this  context,  the  ECB  highlights  that,  pursuant  to  Article  14.2,  second 

paragraph, first sentence, of the Statute of the ESCB, ‘a Governor may be relieved from office only 

if he no longer fulfils the conditions required for the performance of his duties or if he has been guilty 

of serious misconduct’. Applying the same rules regarding the grounds for relieving Governors from 

office  to  other  members  of  the  decision-making  bodies  of  NCBs  involved  in  the  performance  of 

ESCB-related tasks will also safeguard the personal independence  of those  persons. As noted in 

paragraph 3.1, Article 130 of the Treaty and Article 7 of the Statute of the ESCB refer to ‘members 

of the decision-making bodies’ of NCBs, rather than to Governors specifically. The application of the 

same  rules  regarding  appointment  and  dismissal  to  both  Governors  and  members  of  decision-

making bodies is particularly pertinent where a Governor is ‘first among equals’ with other members 

who have equivalent voting rights, or where other members are involved in the performance of ESCB-

related tasks25, as is the case in Lietuvos bankas. The ECB considers that the relevant provisions of 

the Law on Lietuvos bankas are consistent with the requirements of Article 14.2 of the Statute of the 

ESCB26. 

3.3  The maximum 12-month cooling-off period applicable to the Chair of the Board, Deputy Chairs and 

members of the Board of Lietuvos bankas under the draft law is less restrictive than the requirements 

of the Single Code. The ECB highlights that the draft law should be without prejudice to the Single 

Code, as it may be amended from time to time, and must not prevent the possibility of imposing and 

extending a cooling-off period of a maximum of two years when such an extended period is applied 

based on the Single Code27. 

3.4 

In addition, the Single Code sets limits on the establishment of post-employment relationships, not 

only  directly  with  significant  or  less  significant  credit  institutions,  but  also  with  ‘other  financial 

institutions’ or ‘any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy 

for the ECB or for any [supervised] institution’28. In contrast, under the draft law the categories of 

entities in respect of which a cooling-off period is applied – in cases where staff or members of the 

governing bodies of Lietuvos bankas take up employment after termination of their employment with 

Lietuvos  bankas  –  extend  only  to  financial  institutions  other  than  supervised  credit  institutions. 

Furthermore,  while  both  the  Single  Code  and  the  draft  law  include  limitations  with  respect  to 

categories  of  entities  such  as  supervised  credit  institutions  and  entities  involved  in  lobbying  or 

advocacy, their definitions of these categories differ. As regards supervised credit institutions, the 

23    See Article 4a(2), second paragraph, second and third sentences, of the CRD6. 
24   See Article 12(1) of the Law on Lietuvos bankas. 
25    See ECB Convergence Report, June 2025, p. 26. 
26    See ECB Convergence Report, May 2006, p. 75, and ECB Convergence Report, May 2008, p. 238. 
27    See Article 17.3, point (b), of the Single Code; see also paragraph 2.2.3 of Opinion CON/2025/19. 
28    See Articles 17.1 and 17.2 of the Single Code. 

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draft law refers to entities ‘with respect to which, during the last 12 months of their employment at 

Lietuvos  bankas,  the  Chair  of  the  Board  of  Lietuvos  bankas,  the  Deputy  Chairs,  and  the  Board 

members  directly  prepared,  considered,  or  adopted  decisions  related  to  [their]  supervision  or 

control’29. In relation to lobbying  or advocacy, the  draft law refers to entities  engaged  in activities 

‘directed toward Lietuvos bankas’ on ‘matters for which the Chair of the Board of Lietuvos bankas, 

the  Deputy  Chairs,  and  the  Board  members  were  responsible  during  their  tenure’ 30.  From  this 

perspective, the cooling-off regime under the draft law appears to introduce less restrictive provisions 

than those contained in the Single Code. The ECB notes further that the draft law must be interpreted 

without prejudice to the Single Code, as it may be amended from time to time. 

This opinion will be published on EUR-Lex.  

Done at Frankfurt am Main, 14 August 2025. 

[signed] 

The President of the ECB 

Christine LAGARDE 

29    See Article 16(3) of the draft law. 
30    See Article 16(3) of the draft law. 

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