Opinion of the European Central Bank of 2 September 2025 on the independence of the members of the Governing Council of Българска народна банка (Bulgarian National Bank) (CON/2025/27)
Date: 2025-09-02
Institutions: European Central Bank
Subjects: banking supervision, institutional activity

ECB-PUBLIC 

EN 

, 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 2 September 2025  

on the independence of the members of the Governing Council of  

Българска народна банка (Bulgarian National Bank) 

(CON/2025/27) 

Introduction and legal basis 

On 4 August 2025 the European Central Bank (ECB) received a request from Българска народна банка 

(Bulgarian National Bank (BNB)), acting on behalf of the Bulgarian Ministry for Finance, for an opinion on a 

draft law amending the Law on credit institutions 1 and other laws (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  laws  relate  to  BNB  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 Bulgarian  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  Council 4  (hereinafter  the  ‘CRD6’).  In  particular,  several 

provisions of the draft law seek to transpose Article 4a of Directive 2013/36/EU, which relates 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  The  draft  law  provides  that  in  exercising  the  supervisory  powers  of  BNB,  the  members  of  the 

Governing  Council  of  BNB,  other  than  the  Governor,  and  BNB  employees  act  independently  and 

objectively and are not allowed to request or accept instructions from any banks or from any Union 

1  
2  

3  

4  

Law on credit institutions (Закон за кредитните институции, обн. ДВ, бр. 59 от 21.07.2006 г.). 

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, 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). 

  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, ELI: http://data.europa.eu/eli/dir/2024/1619/oj). 

 
 
 
 
 
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authorities, the Council of Ministers, governments of other Member States, or from other authorities 

and institutions 5. 

1.3  The draft law provides that the Deputy Governor or any other member of the Governing Council of 

BNB cannot be elected or appointed, as the case may be, as a member of the Governing Council if, 

during the term of office for which they would have been elected or appointed, the performance of 

their duties as a member of the Governing Council would exceed 14 years, taking into account all 

previous terms of office6. This rule applies to members of the Governing Council, with the exception 

of the Governor, elected or appointed after 11 January 2026, and, when calculating the term, terms 

of offices prior to 11 January 2026 are not counted7. 

1.4  The draft law provides that in the event of early discharge of a member of the Governing Council of 

BNB 8, the decision of the Governing Council is published on BNB’s website, unless a written objection 

to such publication is submitted by the member of the Governing Council concerned 9. 

1.5  The draft law provides that members of the Governing Council of BNB and BNB employees are not 

allowed to trade in financial instruments issued by or referred to banks licensed in the territory of the 

Republic  of  Bulgaria  and  the  direct  or  indirect  parent  companies,  subsidiaries,  or  affiliates  of  such 

banks, subject to several exceptions 10. 

1.6  The draft law provides that members of the Governing Council of BNB and BNB employees whose 

functions are directly related to the purposes of supervision or decision-making are subject to cooling-

off  periods  –  referred  to  in  the  draft  law  as  ‘suspension  periods’  –  upon  the  termination  of  their 

employment with BNB11. In particular, they must not enter into employment contracts, consultancy 

contracts, or management or control contracts, or accept any type of contractual arrangement for the 

provision  of  professional  services  for  a  specified  period  of  time  with:  (1)  banks  with  which  the 

employees or the members of the Governing Council have been directly involved for supervisory or 

decision-making  purposes,  including  in  the  direct  or  indirect  parent  companies,  subsidiaries,  or 

affiliates of those banks, with subjects that provide services to such banks, unless the employees or 

members of the Governing Council are not allowed to participate in the provision of those services 

during the suspension period; and (2) subjects carrying out lobbying and advocacy activities directed 

at BNB on issues for which the employees or members of the Governing Council were responsible 

during their employment or term of office. The relevant BNB employees are determined by decision 

of the Governing Council of BNB. The duration of the suspension period with respect to entities under 

(1) is 12 months for members of the Governing Council and at least three months for BNB employees 

directly involved in the supervision of banks, with the specific suspension periods to be determined 

by the Governing Council of BNB. The duration of the suspension period with respect to entities under 

5  
6  

7  

8  
9  

10  
11  

See proposed new Article 6a of the Law on credit institutions. 

See proposed amendment to Article 12(5) of the Law on BNB, which would enter into force and repeal and replace the 
previous Law on BNB as of 1 January 2026. 

See proposed new transitional provision in the Law on BNB, which would enter into force and repeal and replace the 
previous Law on BNB as of 1 January 2026. 

Under Article 15(3) of the Law on BNB. 

See proposed amendment to Article 15(4) of the Law on BNB, which would enter into force and repeal and replace the 
previous Law on BNB as of 1 January 2026. 

See proposed new Article 6b of the Law on credit institutions. 

See proposed new Article 6c of the Law on credit institutions. 

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(2) is three months. During the suspension period, the persons subject to the suspension do not have 

access to information considered official, banking, professional, commercial, or other legally protected 

secrets  or  information  relating  to  the  relevant  entities.  The  persons  subject  to  the  suspension  are 

entitled  to  compensation  under  the  terms,  in  the  manner,  and  in  the  amount  determined  by  the 

Governing Council of BNB. 

1.7  The  draft  law  provides  that  members  of  the  Governing  Council  of  BNB  and  the  relevant  BNB 

employees must file a declaration of interests in which they declare information on their holdings of 

property, equity instruments, bonds, mutual funds, investment funds, mixed funds, hedge funds, and 

exchange-traded funds that may give rise to suspicions of a conflict of interest12. 

2. 

General observations 

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

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

central banks in the European System of Central Banks (ESCB) 13, 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 a national central bank (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 BNB, as an NCB, by primary law 14. 

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

NCBs such as BNB 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 officials15 (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 (ECB/2021/49) 16, 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 17. The NCBs, as an integral part of the ESCB, must act in accordance with the guidelines 

of the ECB18. 

2.3  Hence, national legislation transposing the CRD6 into Bulgarian law 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 

See proposed new Article 6d of the Law on credit institutions. 

12  
13    Regarding the doctrine of the ECB as to the independence and its ramifications, see the ECB’s Convergence Report 

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

14    See paragraph 2.1 of Opinion CON/2025/23. All ECB opinions are published on EUR-Lex. 
15    Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3).   
16    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 

17    See paragraph 2.2 of Opinion CON/2025/23. 
18    See Article 14.3 of the Statute of the ESCB. 

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Treaties and the Statute of the ESCB, as both frameworks have their own scope and legal basis 19. 

For the avoidance of doubt, the national legislator may wish to clarify this within the text of the draft 

law. 

2.4  Furthermore, the draft law is intended to apply as of 2026, following Bulgaria’s adoption of the euro 

on  1  January  2026.  Therefore,  it  should  be  mentioned  that  Article  19  of  Council  Regulation  (EU) 

No 1024/201320  (hereinafter  the  ‘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. 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 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 21. The legal basis for these provisions 

of the SSM Regulation is Article 127(6) of the Treaty. 

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  BNB, 

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 (ECB/2021/50) 22, 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 SSM23, the national 

competent authorities must comply with Guideline (EU) 2021/2256 (ECB/2021/50)24.  

2.6 

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

CRD6, including its provision on the supervisory independence of competent authorities 25, 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  Union26  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 

19    See paragraph 2.1.4 of Opinion CON/2025/19 and paragraph 2.3 of Opinion CON/2025/23. 
20    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). 

21    See paragraph 2.1.1 of Opinion CON/2025/19 and paragraph 2.4 of Opinion CON/2025/23. 
22    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, 

the  Single  Supervisory  Mechanism 

(ECB/2021/50) 

Framework 
ELI: http://data.europa.eu/eli/guideline/2021/2256/oj). 

for 

23    See Article 6(1) of the SSM Regulation. 
24    See paragraph 2.5 of Opinion CON/2025/23. 
25    See Article 4a of Directive 2013/36/EU as inserted by the CRD6. See also paragraph 2.6 of Opinion CON/2025/23. 
26    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. 

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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 ECB27. 

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 

competent authorities pursuant to the SSM established by the SSM Regulation 28. For the avoidance 

of doubt, the national legislator may wish to clarify this within the text of the draft law. From an ECB 

perspective,  the  provisions  from  the  CRD6  may  nevertheless  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 Regulation29. 

3. 

Specific observations 

3.1  The draft law proposes to limit the maximum term of office of members of the Governing Council of 

BNB, other than the Governor, to 14 years, whereas currently they may be appointed to unlimited 

consecutive six-year terms 30. In this context, the ECB highlights that in accordance with Article 14.2 

of the Statute of the ESCB, statutes of NCBs 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 also safeguards the personal independence of those persons31. 

The application of the same rules regarding the 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 tasks 32, as is the case in BNB.  

3.2  As noted in paragraph 1.3, according to the draft law, the Deputy Governor or any other member of 

the Governing Council of BNB, other than the Governor, cannot be elected or appointed, as the case 

may be, as a member of the Governing Council if, during the term of office for which they would have 

been elected or appointed, the performance of their duties as a member of the Governing Council 

27    See paragraph 2.6.2 of Opinion CON/2024/21, paragraph 2.1.3 of Opinion CON/2025/19 and paragraph 2.6 of Opinion 

CON/2025/23. 

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

29    See paragraph 2.1.4 of Opinion CON/2025/19 and paragraph 2.7 of Opinion CON/2025/23. 
30  

See Аrticle 13(4) of the Law on BNB, which enters into force and repeals and replaces the previous Law on BNB as of 
1 January 2026 (Закон за Българската народна банка, обн. ДВ, бр. 13 от 13.02.2024 г.). 

31  

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. 

32    See the ECB’s Convergence Report 2025, Section 2.2.3, p. 26. 

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would exceed 14 years, taking into account all previous terms of office. Since this provision is about 

the election and appointment process, it does not interfere with the security of tenure of an elected 

and appointed candidate. Against this background, the ECB considers that the relevant provisions of 

the Law on BNB 33 are consistent with the requirements of Article 14.2 of the Statute of the ESCB. 

3.3  The  CRD6  provides  that  Member  States  must  ensure  that  members  of  a competent  authority’s 

governance body can be dismissed if they no longer meet the criteria of appointment or have been 

convicted  of  a serious  criminal  offence34.  Under  the  Law  on  BNB,  the  Governor,  the  Deputy 

Governors  and  the  other  members  of  the  Governing  Council  can  only  be  dismissed  prior  to  the 

expiration of their term of office if they no longer fulfil the conditions required for the performance of 

their duties or if they have been found guilty of serious misconduct within the meaning of Article 14.2, 

of  the  Statute  of  the  ESCB35.  Against  this  background,  the  ECB  understands  that  the  current 

provisions of the Law on BNB regulating the appointment and dismissal of members of the Governing 

Council of BNB36 are consistent with the principles of the CRD6 and that, therefore, it is not necessary 

for the draft law to include any provisions in this respect. Furthermore, the ECB understands that the 

draft  law  only  supplements  the  Law  on  BNB  by  adding  new  provisions  concerning  the  public 

disclosure of grounds for dismissal that transpose the amendments to that effect made by the CRD6 

to Directive 2013/36/EU37.  

3.4 

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  also 

safeguards  the  personal  independence  of  those  persons38.  The  application  of  the  same  rules 

regarding  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 tasks39, as is the 

case in BNB. The ECB considers that the relevant provisions of the Law on BNB are consistent with 

the requirements of Article 14.2 of the Statute of the ESCB. 

3.5  The maximum 12-month suspension period applicable to the members of the Governing Council of 

BNB  under  the  draft  law 40  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 

33  
34  
35  

36  

Law on BNB, which enters into force and repeals and replaces the previous Law on BNB as of 1 January 2026. 

See Article 4a(2), second subparagraph, of Directive 2013/36/EU, as inserted by the CRD6. 

See Article 15(1) and (2) of the Law on BNB, which enters into force and repeals and replaces the previous Law on 
BNB as of 1 January 2026. On the issue of reproduction of relevant provisions of Union law directly applicable in the 
legal order of the Member State, see the ECB’s Convergence Report 2025, Section 2.2, pp. 18-19. 

See Articles 12 and 15 of the Law on BNB, which enters into force and repeals and replaces the previous Law on BNB 
as of 1 January 2026. 

37    See  Article  4a(2),  second  subparagraph,  second  and  third  sentences,  of  Directive  2013/36/EU,  as  inserted  by  the 

CRD6. 

38    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. 

39    See the ECB’s Convergence Report 2025, Section 2.2.3, p. 26. 
40    See proposed new Article 6c(1) of the Law on credit institutions. 

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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 Code 41. 

3.6 

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’42.  In  this  regard,  the  draft  law  covers  these  three 

categories 43.  In  any  event,  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 time44. 

3.7  The prohibition on the trading by members of the Governing Council of BNB and BNB employees of 

certain financial instruments is less restrictive than the requirements of the Eurosystem45 and SSM 46 

Ethics Frameworks which the ECB has established and the requirements of the Single Code47 insofar 

as it limits the prohibition to financial instruments issued by, or referring to, banks licensed exclusively 

in the territory of the Republic of Bulgaria and the direct or indirect parent companies, subsidiaries, or 

affiliates of such banks 48, and does not extend to other regulated entities 49. The ECB highlights that 

the draft law should be without prejudice to the Eurosystem and SSM Ethics Frameworks which the 

ECB has established and to the Single Code, as it may be amended from time to time, and must not 

prevent  the  possibility  of  extending  such  prohibition  to  financial  instruments  issued  by  regulated 

entities to members of the Governing Council of BNB and BNB employees.  

This opinion will be published on EUR-Lex. 

Done at Frankfurt am Main, 2 September 2025. 

[signed] 

The President of the ECB 

Christine LAGARDE 

41    See Article 17.3, point (b), of the Single Code; see also paragraph 3.2.2 of Opinion CON/2025/19 and paragraph 3.3 of 

Opinion CON/2025/23. 

42    See Articles 17.1 and 17.2 of the Single Code. 
43    See proposed new Article 6c(4) of the Law on credit institutions. 
44    See paragraph 3.4 of Opinion CON/2025/23. 
45    See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49) of the European Central Bank. 
46    See Article 11 of Guideline (EU) 2021/2256 (ECB/2021/50) of the European Central Bank. 
47    See Article 16 of the Single Code. 
48  
49    As  defined  in  Article  2(8)  of  Guideline  (EU)  [2021/2253]  (ECB/2021/49);  Article  2(7)  of  Guideline  (EU)  [2021/2256] 

See proposed new Article 6b of the Law on credit institutions. 

(ECB/2021/50). 

7