Opinion of the European Central Bank of 18 November 2025 on the supervisory independence of the Banca d’Italia, the prevention of conflicts of interest and the exercise of administrative discretion in case of mergers, divisions and acquisition of material holdings (CON/2025/36)
Date: 2025-11-18
Institutions: European Central Bank
Subjects: legal basis

ECB-PUBLIC 

EN 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 18 November 2025 

on the supervisory independence of the Banca d’Italia, the prevention of conflicts of interest and 

the exercise of administrative discretion in case of mergers, divisions 

and acquisition of material holdings 

(CON/2025/36) 

Introduction and legal basis 

On  13  October  2025  the  European  Central  Bank  (ECB)  received  a  request  from  the  Italian  Ministry  of 

Economy and Finance for an opinion on a draft legislative decree transposing 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, 

and ensuring alignment with Regulation (EU) 2024/1623 of the European Parliament and of the Council of 

31  May  2024  amending  Regulation  (EU)  No  575/2013  as  regards  requirements  for  credit  risk,  credit 

valuation adjustment risk, operational risk, market risk and the output floor (hereinafter the ‘draft legislative 

decree’).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/EC 1, 

as the draft legislative decree relates to the Banca d’Italia and the specific tasks conferred upon the ECB 

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

addition, pursuant to Article 25.1 of the Statute of the European System of Central Banks and the European 

Central Bank (hereinafter the ‘Statute of the ESCB’), the ECB may offer advice to, and be consulted by, 

the competent authorities of the Member States on the implementation of Union legislation relating to the 

prudential  supervision  of  credit  institutions,  among  other  matters.  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 legislative decree is to transpose into Italian law those amendments 

to Directive 2013/36/EU of the European Parliament and of the Council2 introduced by Directive (EU) 

1  

2  

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). 

 
 
 
 
 
 
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2024/1619  of  the  European  Parliament  and  of  the  Council3  (hereinafter  the  ‘CRD6’),  and  to 

implement those provisions of Regulation (EU) 2024/1623 of the European Parliament and of the 

Council4,  that  relate  to  incompatibilities  and  limits  on  financial  investments  and  cooling-off 

requirements for the members of the Governing Board and the staff of the Banca d’Italia5. 

1.2 

The draft  legislative decree aims to strengthen Italy’s alignment with Union banking and financial 

regulations  by  introducing  stricter  rules  for  third-country  banks,  enhancing  corporate  governance 

standards, revising mergers and acquisitions regulations, and addressing ESG risks and supervisory 

powers. It further aims to  ensure the sound and prudent management  of credit institutions, while 

simplifying rules and improving cooperation between supervisory authorities.  

1.3 

Among other things, the draft legislative decree implements the provisions of the CRD 6 pertaining 

to  the  exercise  of  supervisory  powers  in  relation  to  the  procedures  for  the  notification  and 

assessment of the acquisition and disposal of material holdings, as well as those governing mergers 

and divisions. 

1.4 

Furthermore, the draft legislative decree transposes the provisions of the CRD 6 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. 

1.5  With  regard  to  this  latter  aspect,  the  draft  legislative  decree  provides  that  the  members  of  the 

Governing Board of the Banca d’Italia are to be appointed on the basis of published, transparent and 

objective criteria, among persons of recognised integrity and professional experience, and can be 

removed  from  office  if  they  no  longer  meet  the  appointment  criteria  or  have  been  convicted  of  a 

serious criminal offence. 

1.6 

To prevent conflicts of interest and incompatibilities in the performance of professional activities after 

the termination of their mandate or employment with the Banca d’Italia, the draft legislative decree 

introduces certain restrictions.  

1.7 

First, recruitment by or engagement with any of the following entities under any type of contract for 

the provision of professional services is prohibited: (a) institutions in respect of which the member of 

the  Governing  Board  or  member  of  staff  of  the  Banca  d’Italia  has  been  directly  involved  in  the 

supervision or decision-making process, including direct or indirect parent undertakings, affiliates or 

subsidiaries; (b) entities providing services to the entities referred to in point (a), unless the member 

of the Governing Board or member staff of the Banca d’Italia is strictly precluded from participating 

in  the  provision  of  those  services  during  the  cooling-off  period;  and  (c)  entities  that  engage  in 

lobbying and outreach activities addressed to the Banca d’Italia on matters for which the member of 

the Governing Board or member of staff of the Banca d’Italia was responsible during their term of 

3  

4  

5  

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). 
Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 amending Regulation (EU) 
No 575/2013 as regards requirements for credit risk, credit valuation adjustment risk, operational risk, market risk and 
the output floor (OJ L, 2024/1623, 19.6.2024, ELI: https://eur-lex.europa.eu/eli/reg/2024/1623/oj/eng).  
[The  transposition  of  the  CRD  6  required  amendments  and  additions  to  the  rules  on  incompatibilities,  currently 
contained  in  Law  No  262  of  28  December  2005,  and  the  introduction  of  new  rules  on  trading  in  private  financial 
instruments. The amendments to Law No 262 of 28 December 2005 mainly involved the insertion in Article 19(7) of a 
new paragraph 7 bis and the new Articles 29 ter, 29 quater and 29 quinquies.] 

2 

 
 
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office or employment. 

The duration of the cooling-off period is: (i) 24 months for members of the Governing Board of the 

Banca d’Italia; and (ii) 12 months for members of staff of the Banca d’Italia directly involved in the 

supervision of the entities specified in (a) above. These cooling-off periods also apply in relation to 

the  entities  not  subject  to  supervision  specified  in  (b)  and  (c)  above.  Members  of  the  Governing 

Board  are to be awarded appropriate compensation, determined at the time of their appointment. 

Member of staff must notify the Banca d’Italia without delay of any job offer they receive which falls 

within the scope of the prohibition. Where an incompatibility has been ascertained, the Banca d’Italia 

must  assign  the  member  of  staff  to  different  duties  at  the  same  level  for  the  duration  of  the 

incompatibility  and  until  the  termination  of  the  employment  relationship  (internal  cooling-off 

mechanism). During this period, the relevant member of staff continues to receive their salary and 

does  not  have  access  to  confidential  or  sensitive  information.  Retired,  resigned,  or  dismissed 

members of staff are not entitled to compensation for the duration of the incompatibility.  

1.8 

Second, members of the Governing Board and members of the supervisory staff of the Banca d’Italia 

are prohibited from trading in financial instruments issued by, or related to, institutions supervised 

by the Banca d’Italia, and the direct or indirect parent undertakings, affiliates or subsidiaries of such 

institutions, with the exception of: (i) instruments managed by third parties, provided that the holders 

of those instruments are prevented from intervening in portfolio management; and (ii) investments 

in collective investment undertakings. These exceptions only apply where third parties and collective 

investment undertakings do not predominantly invest in financial instruments the trading of which is 

prohibited. 

1.9 

Third, members of the Governing Board and members of the supervisory staff of the Banca d’Italia 

are required to make a declaration on financial investments likely to give rise to a conflict of interest 

prior to their appointment and, subsequently, on an annual basis. 

1.10  Fourth,  where  a  member  of  the  Governing  Board  or  of  the  supervisory  staff  of  the  Banca  d’Italia 

owns, at the time of recruitment or appointment or at any time thereafter, financial instruments that 

may give rise to conflicts of interest, the Banca d’Italia may require, on a case-by-case basis, that 

such  instruments  be  sold  or  disposed  of  within  a  reasonable  timeframe.  The  violation  of  the 

prohibitions and obligations in relation to trading may give rise to disciplinary liability. 

1.11  Finally,  the  draft  legislative  decree  empowers  the  Banca  d’Italia  to  adopt  further  provisions  on 

conflicts  of  interest,  incompatibilities  following  termination  of  office  and  restrictions  on  financial 

investments  by  means  of  internal  regulatory  acts  implementing  its  obligations  arising  from  its 

membership of the European System of Central Banks and the European Central Bank (ESCB) and 

the Single Supervisory Mechanism (SSM). 

2. 

General observations  

2.1  Article  130  of  the  Treaty  and  Article  7  of  the  Statute  of  the  ESCB  address  the  independence  of 

central banks in the ESCB6, stipulating that when exercising the powers and carrying out the tasks 

6  

Regarding the doctrine of the ECB as to independence and its ramifications, see the ECB Convergence Report 2025, 
Section 2.2. Available on the ECB’s website at www.ecb.europa.eu. 

3 

 
 
 
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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 the Banca d’Italia, 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 the Banca d’Italia 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 officials 7 (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) 8, 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 ECB 9. 

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  1024/201310  (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. 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 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 the Banca d’Italia, 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 

7  
8  

9  
10  

Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3).   
Guideline  (EU)  [2021/2253]  of  the  European  Central  Bank  of  2  November  2021  laying  down  the  principles  of  the 
Eurosystem 
ELI: 
http://data.europa.eu/eli/guideline/2021/2253/oj). 
See Article 14.3 of the Statute of the ESCB. 

(ECB/2021/49) 

17.12.2021, 

Framework 

Ethics 

454, 

(OJ 

p. 

7, 

L 

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). 

4 

 
 
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high-level ECB body, and Guideline (EU) 2021/2256 of the European Central Bank (ECB/2021/50) 11, 

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  SSM12,  the  national  competent  authorities  must  comply  with  Guideline  (EU) 

2021/2256 (ECB/2021/50).  

2.6 

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

CRD 6, including its provision on supervisory independence of competent authorities13, 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 14 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 15. 

2.7  Hence, the amendments made by the CRD 6 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 CRD 6’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 16.  

2.8 

In this regard, the ECB welcomes that, under Article  3(1), point c), which inserts a new Article 29 

quinquies in Law No 262 of 28 December on the protection of savings and the regulation of financial 

markets 17 (hereinafter ‘Law No 262 of 28 December 2005’), of the draft legislative decree, the Banca 

d’Italia has been expressly confirmed in its power to adopt, through its own internal regulatory acts, 

11  

12  
13  
14  

15  

16  

17  

for 

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 CRD 6, which inserts a new Article 4a in Directive 2013/36/EU. 

the  Single  Supervisory  Mechanism 

(ECB/2021/50) 

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. 
See  the  fourth  subparagraph  of  Article  4a(2)  of  Directive  2013/36/EU,  as  inserted  by  the  CRD  6.  This 
acknowledgement refers directly to the dismissal requirements included in Article 4(2), second subparagraph, of the 
CRD 6. 
Disposizioni per la tutela del risparmio e la disciplina dei mercati finanziari, pubblicata nella Gazzetta Ufficiale n. 301 
28 dicembre 2005. 

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additional provisions on conflicts of interest, cooling-off periods and limits on financial investments, 

in order to implement the relevant obligations arising from its participation in the ESCB and the SSM. 

3. 

Specific observations  

3.1  Supervisory independence and prevention of conflicts of interest 

3.1.1  The ECB understands that the current Italian legislation (including the Statute of the Banca d’Italia) 

already complies with the provision of CRD 6 on the maximum term of office for members of the 

governance bodies of competent authorities, which provides that Member States must ensure that 

no member of a competent authority’s governance body (except for governors of national central 

banks) who is appointed after 11 January 2026 remains in office for more than 14 years18. The ECB 

therefore considers that it is not necessary for the draft legislative decree to include any provisions 

in this respect. Under Law No 262 of 28 December 2005 and the Statute of the Banca d’Italia 19 the 

Governor and the other members of the Governing Board are to hold office for six years, with the 

possibility of only one renewal of their mandates.  

3.1.2  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 also safeguards the personal independence of those persons 20. 

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 21, as is the case in the Banca d’Italia. The ECB considers that 

the relevant provisions of the Statute of the Banca d’Italia are consistent with the requirements of 

Article 14.2 of the Statute of the ESCB 22. 

3.1.3  The provisions of Law No 262 of 28 December 2005 and of the Statute of the Banca d’Italia (as they 

currently stand) that regulate the appointment and dismissal of members of the Governing Board of 

the Banca d’Italia are consistent with the CRD 6 and the draft legislative decree only supplements 

them  with  new  provisions  concerning  the  public  disclosure  of  grounds  for  dismissal.  The  CRD  6 

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 

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. 

18  
19  

20  

21  
22  
23  

See Article 4a(2), second paragraph, first sentence, of Directive 2013/36/EU, as inserted by the CRD 6. 
Disposizioni per la tutela del risparmio e la disciplina dei mercati finanziari, pubblicata nella Gazzetta Ufficiale n. 301 
28 dicembre 2005. 
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.  

See ECB Convergence Report, June 2025, p. 26. 
See ECB Convergence Report, May 2006, p. 75 and ECB Convergence Report, May 2008, p. 238.  

See Article 4a(2), second paragraph, second and third sentences, of Directive 2013/36/EU, as inserted by the CRD  6. 

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The  ECB  considers  that  it  is  not  necessary  for  the  draft  legislative  decree  to  include  provisions 

relating to the grounds for dismissal of members of the Governing Board of the Banca d’Italia. Under 

the Statute of the Banca d’Italia, the Governor, the Senior Deputy Governor and the three Deputy 

Governors 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.  

3.1.4  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 will also 

safeguard the personal independence of those persons. As noted in paragraph 3.1.1, 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 the Banca d’Italia.  The ECB considers that the relevant provisions of  the draft  legislative 

decree are consistent with the requirements of Article 14.2 of the Statute of the ESCB26. 

3.1.5  The ECB notes that the 24-month cooling-off period applicable to the Governor, the Senior Deputy 

Governor and the three Deputy Governors of Banca d’Italia under the draft legislative decree is also 

in line with the provisions of the Single Code27.  

3.1.6  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’ 28.  The  ECB  notes  that  under  the  draft  legislative 

decree 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 the Banca d’Italia take up employment after termination 

of  their  employment  with  the  Banca  d’Italia,  extend  beyond  financial  institutions  other  than 

supervised credit institutions. Therefore, the ECB considers the cooling-off regime provisions under 

the draft legislative decree as broadly in line with those contained in the Single Code.  

3.1.7  The ECB also notes that the prohibition on the trading by Banca d’Italia Governing Board members 

and employees in certain financial instruments is aligned to that provided for under the Eurosystem 29 

and  SSM30  Ethics  Frameworks,  which  the  ECB  has  established,  without  prejudice  to  the 

24  
25  
26  
27  

28  
29  
30  

See Articles 14 and 18(1) and (3) of the Statute of the Banca d’Italia.  

See ECB Convergence Report, June 2025, p. 26. 
See ECB Convergence Report, May 2006, p. 75, and ECB Convergence Report, May 2008, p. 238. 
See Article 17.3, point (b), of the Single Code; see also paragraph 2.2.3 of Opinion CON/2025/19. 

See Articles 17.1 and 17.2 of the Single Code. 
See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49). 

See Article 11 of Guideline (EU) 2021/2256 (ECB/2021/50). 

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requirements of the Single Code31.  

3.1.8  The ECB strongly welcomes that the draft legislative decree is without prejudice to the Eurosystem 

and SSM Ethics Frameworks and to the Single Code, as they may be amended from time to time. 

Indeed, as already mentioned, the text of the draft legislative decree explicitly clarifies that Banca 

d'Italia is empowered to adopt further provisions and restrictions on conflicts of interest, cooling-off 

periods, as well as on financial investments by means of internal regulatory acts implementing its 

obligations arising from its membership of the ESCB and the SSM32. The ECB considers that the 

internal act(s) to be adopted by the Banca d’Italia could support alignment with the Single Code. 

Therefore, it is not necessary for the draft legislative decree to include any further provisions in this 

respect. 

3.2  Prudential  supervisory  aspects  in  relation  to  mergers,  divisions  and  the  acquisition  of  material 

holdings 

3.2.1  Regarding the assessment of mergers, divisions and material holdings, the ECB understands that 

the draft legislative decree assigns to the Banca d’Italia the responsibility for implementing, through 

secondary legislation, the derogations from the mandatory assessment requirement, as set out in 

the CRD 6. Such derogations specifically apply in situations where mergers or transactions involving 

material  holdings  occur  between  entities  within  the  same  group,  or  when  the  acquisition  or 

divestment of material holdings takes place within the same institutional protection scheme. 

3.2.2  In this regard,  the ECB  notes that the CRD 6 provides that  the competent  authorities  will  not be 

required to carry out the assessment in all the cases referred to in paragraph 3.2.133.  

3.2.3  The  ECB  understands  that  the  Banca  d’Italia,  in  its  internal  regulatory  acts,  will  not  introduce 

conditions that are not derived from the CRD 6 and will not constrain the discretion of the competent 

authorities to determine on a case-by-case basis whether to conduct such an assessment.  

This opinion will be published on EUR-Lex.  

Done at Frankfurt am Main, 18 November 2025. 

[signed] 

The President of the ECB 

Christine LAGARDE 

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32  
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See Article 16 of the Single Code. 
See Article 3 of the draft legislative decree.  

See Articles 27a(7) and 27i(2) of Directive 2013/36/EU, as added by the CRD VI. 

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