Opinion of the European Central Bank of 19 January 2026 on the supervisory independence of the Banque nationale de Belgique/Nationale Bank van België, the prevention of conflicts of interest of its members of staff and governance bodies, independent directors and strategic decisions of credit institutions (CON/2026/2)
Date: 2026-01-19
Institutions: European Central Bank
Subjects: banking supervision, institutional activity, legal basis

ECB-PUBLIC 

EN 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 19 January 2026 

on the supervisory independence of the Banque nationale de Belgique/Nationale Bank van België, 

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

independent directors and strategic decisions of credit institutions 

(CON/2026/2) 

Introduction and legal basis 

On 12 December 2025 the European Central Bank (ECB) received a request from the Belgian Minister for 

Finance for an opinion on Chapter II of a draft law transposing, among others, Directive (EU) 2024/1619 of 

the  European  Parliament  and  of  the  Council1  (hereinafter  the  ‘CRD6’),  into  Belgian  law  (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  (1)  the  Banque  nationale  de  Belgique/Nationale  Bank  van  België  (NBB)  and  (2)  the 

ECB’s tasks 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 of 

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  law  is  to  transpose  into  Belgian  law  the  amendments  to  Directive 

2013/36/EU of the European Parliament and of the Council 3 (CRD) introduced by the CRD6.  

1.2  Chapter II of the draft law transposes Article 4a of the CRD, as introduced by the CRD6, into Belgian 

law  by  amending  the  law  of  22  February  1998  establishing  the  organic  statute  of  the  NBB4 

1  

2  

3  

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

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). 
Loi du 22 février 1998 fixant le statut organique de la Banque Nationale de Belgique / Wet van 22 februari 1998 tot 
vaststelling  van  het  organiek  statuut  van  de  Nationale  Bank  van  België,  telle  que  modifiée/zoals  nader  gewijzigd, 
Moniteur Belge/Belgisch Staatsblad, 28.3.1998, p. 9377. 

 
 
 
 
 
 
 
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(hereinafter the ‘Organic Law of the NBB’). Chapter X of the draft law transposes other provisions of 

the CRD6 into Belgian law by amending the law of 25 April 2014 on the status and the supervision 

of credit institutions 5 (hereinafter the ‘Law on banking’). 

1.3  Chapter II of the draft law introduces into the Organic Law of the NBB new general provisions setting 

out the principle of the independence of the NBB6 and provides in particular that the NBB, including 

its various bodies and staff members, may not seek or take instructions from the Belgian federal or 

federated governments, from any body of the Union, from any other governmental body of a foreign 

state,  or  from  any  other  public  or  private  body,  and  in  particular  from  persons  subject  to  its 

supervision. This prohibition is without prejudice to (1) Article 14.3 of the Statute of the ESCB), (2) 

the  NBB’s  rights  and  obligations  pursuant  to  international  or  European  systems  of  financial 

supervision, and (3) instructions from the Belgian State inherent to certain public interest missions 

and international obligations. 

1.4  Chapter II of the draft law amends the rules on the appointment of the Governor of the NBB set out 

in the Organic Law of the NBB by (1) changing his or her term of office from five years renewable 

without limitation to six years renewable only once in that capacity 7; and (2) clarifying that his or her 

appointment  will  be  subject  to  adequate,  objective  and  transparent  criteria  for  competence  and 

expertise established by the Council of Regency of the NBB, and that such criteria will be published 

on the website of the NBB8. 

1.5  Chapter II of the draft law amends the rules on the appointment of the other members of the Board 

of Directors of the NBB set out in the Organic Law of the NBB by (1) stating that their six-year term 

of office will no longer be renewable without limitation, but rather be renewable once in that capacity 9; 

(2)  clarifying  that  their  appointment  will  also  be  subject  to  the  abovementioned  public  criteria  for 

competence and expertise10; and (3) providing that they may only be dismissed (a) if they no longer 

fulfil  the  conditions  necessary  for  the  performance  of  their  duties,  (b)  if  they  have  been  guilty  of 

serious misconduct while exercising their mandates, or (c) if they have been convicted of a serious 

criminal  offence  or  an  offence  likely  to  seriously  undermine  their  professional  integrity  or  the 

reputation of the NBB, and that such grounds for dismissal will be made public unless the relevant 

member objects to it 11. 

1.6  Chapter II of the draft law introduces new provisions into the Organic Law of the NBB or amends 

existing provisions on the external functions of the members of the Board of Directors of the NBB by 

(1) prohibiting the inclusion in the Board of Directors of the NBB of more than two members who 

have  executive  functions  or  mandates  in  supervised  entities  or  their  group  entities  or  in  lobbying 

organisations in the five years preceding their appointment12; and (2) prohibiting such members from 

5  

6  
7  
8  
9  
10  
11  
12  

Loi du 25 avril 2014 relative au statut et au contrôle des établissements de crédit / Wet van 25 april 2014 op het statuut 
van  en  het  toezicht  op  kredietinstellingen,  telle  que  modifiée/zoals  nader  gewijzigd,  Moniteur  Belge/Belgische 
Staatsblad, 7.5.2014, p. 36794. 
Article 3 of the draft law. 

Article 10, 1° of the draft law. 
Article 10, 1° in conjunction with Article 10, 3° of the draft law. 

Article 10, 2° of the draft law. 
Article 10, 2° in conjunction with Article 10, 3° of the draft law. 
Article 10, 2° of the draft law. 

Article 10, 3° of the draft law. 

2 

 
 
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having a function in any entity representing the interests of a company, association or public body 

engaged in industrial, commercial or financial activities, in addition to the existing prohibition from 

exercising a mandate in such entities13. 

1.7  Chapter II of the draft law introduces into the Organic Law of the NBB new rules on a cooling-off 

period for the Governor, Vice-Governor and other members of the Board of Directors of the NBB by 

(1) prohibiting them from exercising a mandate during one year after their departure from office (a) 

in institutions or entities subject to the supervision or oversight of the NBB, or in which the NBB has 

been involved, including their direct or indirect parent companies, subsidiaries or affiliated companies 

or (b) in entities engaged in lobbying and advocacy on behalf of such entities, including any type of 

agreement involving the provision of professional services to such entities 14; and (2) prohibiting them 

from  being  recruited,  during  the  year  following  the  end  of  their  terms  of  office,  in  any  capacity 

whatsoever (a) by an entity providing services to one of entities referred to in point (1)(a) above or 

accepting any type of agreement from them involving the provision of professional services, unless 

they can demonstrate that they are not involved in any way, directly or indirectly, in the provision of 

such services during this period and (b) by an entity that has supplied goods or services to the NBB 

during  the  previous  three  years  for  an  amount  exceeding  the  amount  determined  in  the  relevant 

legislation on public procurement in traditional sectors15. Where such a cooling-off period applies, 

the Governor, Vice-Governor and other members of the Board of Directors of the NBB is to be entitled 

to appropriate compensation for the period of vacancy16. 

1.8  Chapter II of the draft law also introduces into the Organic Law of the NBB new rules on a cooling-

off period for the staff members of the NBB assigned to the supervision or monitoring of institutions 

or entities subject to the supervision or oversight of the NBB or in which the NBB has been involved 

and  with  which  such  staff  members  have  been  directly  associated  during  the  last  12  months, 

including their direct or indirect parent companies, subsidiaries or affiliated companies, or institutions 

or entities that are their direct competitors. The new rules prohibit such staff members from being 

recruited, during the six months following the end of their function, in any capacity whatsoever (and 

in each case entering into any type of agreement involving the provision of professional services to 

these  entities),  by  any  entity  (1)  referred  to  in  the  first  sentence  of  this  paragraph;  (2)  providing 

services to one of these establishments or entities, unless it can be demonstrated that they are not 

involved  in  any  way,  directly  or  indirectly,  in  the  provision  of  said  services  during  the  cooling-off 

period; and (3) engaged in lobbying and advocacy activities, particularly in relation to the NBB or the 

ECB, on matters in which the staff member was involved or associated in the performance of his or 

her  duties 17.  Where  such  a  cooling-off  period  applies  and  the  relevant  staff  member  of  the  NBB 

resigns, is dismissed or has his or her employment agreement terminated by mutual consent due to 

receiving, prior to the end of the six-month cooling-off period, a firm offer of employment or for the 

13  
14  
15  
16  
17  

Article 11, 1° of the draft law. 

Article 11, 2° of the draft law. 
Article 11, 2° of the draft law. 
Article 11, 2° of the draft law. 

Article 11, 4° of the draft law. 

3 

 
 
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exercise of a mandate within one of the abovementioned institutions or entities, he or she will be 

entitled to appropriate compensation 18. 

1.9  Chapter II of the draft law introduces into the Organic Law of the NBB a provision that the Council of 

Regency of the NBB, upon a proposal from the Board of Directors of the NBB, must adopt a code of 

ethics applicable to the Board of Directors of the NBB and its staff members. The rules set out in the 

code of ethics must be proportionate to the respective roles and responsibilities of the members of 

the Board of Directors of the NBB and the NBB staff and must, in particular, include the necessary 

provisions  to  prevent  and  adequately  manage  conflicts  of  interest  to  which  they  are  or  may  be 

exposed19. 

1.10  Chapter II of the draft law introduces into the Organic Law of the NBB a provision that in order to 

avoid conflicts of interest, the members of the Board of Directors of the NBB, certain members of the 

Resolution Board of the NBB and the NBB staff members may not (1) trade in financial instruments 

issued by the NBB or by institutions subject to the supervision or oversight of the NBB or in which 

the  NBB  is  involved,  their  direct  or  indirect  parent  companies,  their  subsidiaries  or  affiliated 

companies,  or  instruments  referring  thereto;  or  (2)  carry  out  transactions  on  such  instruments  on 

their own behalf or on behalf of others. An exception to these prohibitions applies with respect to 

instruments managed by third parties, provided that the owners of such instruments cannot intervene 

in the management of the portfolio, and investments in collective investment undertakings, provided 

in each case that the third parties and collective investment undertakings do not invest primarily in 

instruments issued by entities referred to in point (1) above20. 

1.11 

In connection with the prohibitions referred to in paragraph 1.10, Chapter II of the draft law introduces 

into the Organic Law of the NBB a provision that the relevant individuals must submit a declaration 

of  interests  prior  to  their  appointment  or  engagement,  and  thereafter  on  an  annual  basis.  This 

declaration must include information on their holdings, at the time of taking up their duties or at any 

time thereafter in circumstances beyond their control, in the form of shares, property rights, bonds, 

mutual funds, investment funds, mixed funds, hedge funds and listed index funds, which may give 

rise to a conflict of interest or create the appearance of a conflict of interest21. Chapter II of the draft 

law further provides that, by way of exception to the prohibitions referred to in paragraph 1.10, the 

financial  instruments  referred  to  therein  held  at  the  time  of  taking  up  their  duties  or  at  any  time 

thereafter may be disposed of with the authorisation of the NBB 22. 

1.12  Chapter II of the draft law introduces into the Organic Law of the NBB a provision that the members 

of the Council of Regency of the NBB may not trade in financial instruments issued by the NBB or 

instruments  referring  thereto.  They  are  required  to  declare  any  holdings  they  have  in  such 

instruments  at  the  time  they  take  office  or  at  any  time  thereafter  in  circumstances  beyond  their 

control. These instruments may only be disposed of with the authorisation of the NBB 23. 

18  
19  
20  
21  
22  
23  

Article 11, 2° of the draft law. 
Article 11, 3° of the draft law. 

Article 11, 4° of the draft law. 
Article 11, 4° of the draft law. 
Article 11, 4° of the draft law. 

Article 11, 4° of the draft law. 

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1.13  Chapter X of the draft law transposes other provisions of the CRD6 by way of amendments to the 

Law on banking. Chapter X of the draft law also makes various amendments to the Law on banking 

which are not a transposition of the CRD6. In particular, Chapter X of the draft law (1) transforms into 

hard law some soft law principles on the corporate governance of credit institutions and (2) amends 

Article 77 of the Law on banking. 

1.14  Chapter  X  of  the  draft  law  introduces  into  the  Law  on  banking  the  requirements  that  (1)  the 

management body be composed of an appropriate number of independent directors, having regard 

to  the  requirement  to  have  a  certain  number  of  independent  directors  in  the  various  board 

committees, and to the size and risk profile of the credit institution; and (2) when the credit institution 

is part of a group or a financial conglomerate, at least one member of the management body does 

not have any other mandate within a corporate body of another group entity 24.  

1.15  Chapter  X  of  the  draft  law  transforms  into  hard  law,  in  the  Law  on  banking,  the  principles  on  the 

composition of the board committees contained in the Guidelines of the European Banking Authority 

(EBA) on internal governance25, the Guidelines of the EBA on sound remuneration policies 26 and the 

Guidelines of the Basel Committee on Banking Supervision on corporate governance principles for 

banks 27. The explanatory memorandum accompanying the draft law refers in this respect to the fact 

that the ECB’s Draft guide on governance and risk culture28 also sets out the expectation that these 

principles should apply to significant institutions.  

1.16  Chapter X of the draft law introduces into the Law on banking the requirement to have intragroup 

transactions  liable  to  have  a  material  impact  on  the  credit  institution  assessed  by  an  ad  hoc 

committee composed of independent directors. 

1.17  Finally, Chapter X of the draft law amends the existing national law regime under Article 77 of the 

Law  on  banking,  which  provides  that  strategic  decisions 29  and  certain  other  types  of  decisions 30 

made  by  Belgian  credit  institutions  are  subject  to  the  competent  authority’s  prior  approval.  In 

particular, Chapter X of the draft law (1) amends Article 3, 63° of the Law on banking to  adapt the 

definition  of  strategic  decisions 31  and  (2)  amends  Article  77  of  the  Law  on  banking  to  clarify  that 

strategic decisions and the other types of decisions falling within the scope of Article 77 of the Law 

24  
25  

26  

27  

28  

29  

30  

31  

Article 68 of the draft law. 
EBA Guidelines on internal governance under Directive 2013/36/EU of 2 July 2021 (EBA/GL/2021/05), paragraphs 46 
to 55, available on the EBA’s website at www.eba.europa.eu. 
EBA  Guidelines  on  sound  remuneration  policies  under  Articles  74(3)  and  75(2)  of  Directive  2013/36/EU  and 
disclosures under Article 450 of Regulation (EU) No 575/2013 of 21 December 2015 (EBA/GL/2015/22), paragraphs 
49 and 50, available on the EBA’s website at www.eba.europa.eu. 

Basel  Committee  on  Banking  Supervision,  Guidelines  on  corporate  governance  principles  for  banks,  July  2015, 
paragraphs 63 to 79, available on the website of the Bank for International Settlements at www.bis.org. 
ECB, Draft guide on governance and risk culture, July 2024, available on the ECB’s banking supervision website at 
www.bankingsupervision.europa.eu. 
The ECB understands that a strategic decision under the Law on banking is (a) a decision taken by a credit institution 
or by an entity under its control, where such a decision, taken alone or in combination with one or more other decisions, 
is of a certain  importance  and may have an  overall  impact  on various  functions  or  on the  financial  situation of the 
institution,  such  as,  inter  alia,  any  strategic  investment,  divestment,  participation  or  cooperation  relationship  or 
reorganisation of the institution, or insofar as it leads to the admission to trading on a trading platform of securities 
issued by the institution or an entity under its control, and (b) any decision taken by a shareholder exercising control 
over the institution which produces similar effects for the credit institution as those referred to under (a) (Article 3, 63° 
of the Law on banking, as amended by the draft law). 
The ECB understands that certain acquisitions of securities and the transfer of all or part of the institution’s business 
or network fall within the scope of Article 77 of the Law on banking, as amended by the draft law. 

Article 59, 13° of the draft law.  

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on  banking  remain  subject  to  the  competent  authority’s  prior  approval,  unless  they  fall  within  the 

scope of decisions already subject to prior authorisation from the competent authority pursuant to 

other provisions of the Law on banking, its implementing decrees and regulations, and Regulation 

(EU) 575/2013 of the European Parliament and of the Council32 (CRR), or to prior authorisation from 

a competent authority of another Member State pursuant to the legislation transposing the CRD. The 

draft law refers in this respect in particular to the prior approval of acquisitions of material holdings 

and  mergers  and  divisions  introduced  by  the  CRD6.  For  these  transactions,  the  prior  approval 

procedure under Article 77 of the Law on banking will no longer apply.  

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  ESCB33, 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 the NBB, as an 

NCB, by primary law 34. 

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

the  NCBs,  such  as  the  NBB,  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 officials35 (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) 36, 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 NCBs37. 

2.3  The NCBs, as an integral part of the ESCB, must act in accordance with the guidelines of the ECB38. 

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 

32  

33  

34  

35  
36  

37  

38  

Regulation  (EU)  No  575/2013  of  the  European  Parliament  and  of  the  Council  of  26  June  2013  on  prudential 
requirements  for  credit  institutions  and  amending  Regulation  (EU)  No  648/2012  (OJ  L,  176,  27.6.2013,  p.  1,  ELI: 
http://data.europa.eu/eli/reg/2013/575/oj).  

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.    

See  paragraph  2.1  of  Opinion  CON/2025/23,  paragraph  2.1  of  Opinion  CON/2025/27,  paragraph  2.1  of  Opinion 
CON/2025/32, paragraph 2.1 of Opinion CON/2025/33 and paragraph 2.1 of Opinion CON/2025/36. All ECB opinions 
are published on EUR-Lex.   
Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3). 

Ethics 

Guideline  (EU)  [2021/2253]  of  the  European  Central  Bank  of  2  November  2021  laying  down  the  principles  of  the 
7, 
Eurosystem 
http://data.europa.eu/eli/guideline/2021/2253/oj). 
See  paragraph  2.2  of  Opinion  CON/2025/23,  paragraph  2.2  of  Opinion  CON/2025/27,  paragraph  2.2  of  Opinion 
CON/2025/32, paragraph 2.2 of Opinion CON/2025/33 and paragraph 2.2 of Opinion CON/2025/36. 

(ECB/2021/49) 

17.12.2021, 

Framework 

454, 

(OJ 

p. 

L 

See Article 14.3 of the Statute of the ESCB. 

6 

 
 
 
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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  1024/2013 39  (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 40. The legal basis for those 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 the NBB, 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) 41,  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 

SSM42, 

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

(ECB/2021/50) 43.  

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 44, 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 45  that  the  different  legal  bases,  namely  Article 

39  

40  

41  

42  
43  

44  

45  

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).    
See  paragraph  2.4  of  Opinion  CON/2025/23,  paragraph  2.4  of  Opinion  CON/2025/27,  paragraph  2.4  of  Opinion 
CON/2025/32, paragraph 2.4 of Opinion CON/2025/33 and paragraph 2.4 of Opinion CON/2025/36.   

Guideline (EU) 2021/2256 of the European Central Bank of 2 November 2021 laying down the principles of the Ethics 
Framework 
the  Single  Supervisory  Mechanism  (ECB/2021/50)  (OJ  L  454,  17.12.2021,  p.  21,  ELI: 
http://data.europa.eu/eli/guideline/2021/2256/oj).   
See Article 6(1) of the SSM Regulation.   

for 

See  paragraph  2.5  of  Opinion  CON/2025/23,  paragraph  2.5  of  Opinion  CON/2025/27,  paragraph  2.5  of  Opinion 
CON/2025/32, paragraph 2.5 of Opinion CON/2025/33 and paragraph 2.5 of Opinion CON/2025/36. 

See  Article  4a  of  the  CRD,  as  inserted  by  Article  1,  point  (4),  of  the  CRD6.  See  also  paragraph  2.6  of  Opinion 
CON/2025/23,  paragraph  2.6  of  Opinion  CON/2025/27,  paragraph  2.6  of  Opinion  CON/2025/32,  paragraph  2.6  of 
Opinion CON/2025/33 and paragraph 2.6 of Opinion CON/2025/36. 
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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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 ECB46.  

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 the CRD, which provide that Article 4a(2) of 

the  CRD  is  without  prejudice  to  the  rights  and  obligations  of  the  national  competent  authorities 

pursuant to the SSM established by the SSM Regulation47. 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 Regulation48.  

3. 

Specific observations  

3.1  Supervisory independence and prevention of conflicts of interest 

3.1.1  Regarding the draft law’s proposal to limit the term of office of the Governor of the NBB to six years, 

renewable only once in that capacity, and to limit the maximum term of office of the other members 

of the  Board of Directors of the NBB to six years, renewable only once in that capacity, the  ECB 

understands that a member of the Board of Directors other than the Governor who has been in office 

for  two  successive  terms  of  office  of  six  years  could  thereafter  be  appointed  Governor  for  two 

additional terms of office of six years.  

3.1.2  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 persons 49. The application of the same 

rules regarding the minimum term of office to both the Governor and the members of decision-making 

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

46  

47  

48  

49  

See  paragraph  2.6  of  Opinion  CON/2025/23,  paragraph  2.6  of  Opinion  CON/2025/27,  paragraph  2.6  of  Opinion 
CON/2025/32, paragraph 2.6 of Opinion CON/2025/33 and paragraph 2.6 of Opinion CON/2025/36. 

See Article 4a(2), fourth subparagraph, of the CRD, as inserted by the CRD6. This acknowledgement refers directly 
to the dismissal requirements included in Article 4a(2), second subparagraph, of the CRD, as inserted by the CRD6.  

See  paragraph  2.7  of  Opinion  CON/2025/23,  paragraph  2.7  of  Opinion  CON/2025/27,  paragraph  2.7  of  Opinion 
CON/2025/32, paragraph 2.7 of Opinion CON/2025/33 and paragraph 2.7 of Opinion CON/2025/36. 
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.   

8 

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

related tasks 50, as is the case in the NBB. The ECB considers that the relevant  provisions of the 

Organic Law of the NBB are consistent with the requirements of Article 14.2 of the Statute of the 

ESCB51, 52. 

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

governance  body  other  than  Governors  can  be  dismissed  if  they  no  longer  fulfil  the  conditions 

necessary for the performance of their duties or have been convicted of a serious criminal offence53. 

The reasons for dismissal are to be made public unless the member of the competent authority’s 

governance body concerned objects to the publication54. Under the Organic Law of the  NBB, the 

Governor  of  the  NBB  and  the  other  members  of  the  Board  of  Directors  of  the  NBB  may  only  be 

dismissed if they no longer fulfil the conditions necessary for the performance of their duties or if they 

have been guilty of serious misconduct55. The ECB notes that while the draft law leaves unchanged 

the grounds for dismissal applicable to the Governor, it amends those applicable to members of the 

Board of Directors other than the Governor by providing that the latter may be dismissed if they no 

longer fulfil the conditions necessary for the performance of their duties or if they have been guilty of 

serious misconduct while exercising their function or if they have been convicted of a serious criminal 

offence  or  of  a  criminal  offence  liable  to  seriously  undermine  their  professional  integrity  or  the 

reputation of the NBB. The ECB notes that the rules applicable to the Governor are in line with Article 

14.2  of  the  Statute  of  the  ESCB.  The  ECB  also  notes  that  the  amendments  made  to  the  rules 

applicable to the other members of the Board of Directors by the draft law go further than what Article 

14.2  of  the  Statute  of  the  ESCB  provides,  and  accordingly  requests  the  deletion  of  these 

amendments in order to ensure full alignment with Article 14.2 of the Statute of the ESCB. 

3.1.4  The  ECB  notes  that  the  12-month  cooling-off  period  applicable  to  the  members  of  the  Board  of 

Directors of the NBB under the draft law56 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 

Code57.  

3.1.5  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 

institution[s]’  or  ‘any  entity  engaged  in  lobbying  in  relation  to  the  ECB,  or  consultancy  and/or 

advocacy for the ECB or for any [supervised] institution’58. The ECB notes that under the draft law 

50  
51  

52  
53  
54  
55  
56  
57  

58  

See the ECB’s Convergence Report 2025, Section 2.2.3, p. 26.   
See  the  ECB’s  Convergence  Report 2006,  section 3.1.3, p. 64, and  the  ECB’s  Convergence Report 2008,  section 
2.2.3.1, p. 19.   
Articles 10, 1° and 10, 2° of the draft law.  

Article 4a(2), second subparagraph, of the CRD, as inserted by the CRD6.   
Article 4a(2), second paragraph, second and third sentences, of the CRD, as inserted by the CRD6.   

Article 23(1) and (2) of the Organic Law of the NBB. 
Article 11, 2° of the draft law. 

See  Article 17.3, point (b),  of  the  Single  Code; see  also paragraph 3.3 of  Opinion  CON/2025/23,  paragraph 3.5 of 
Opinion  CON/2025/27,  paragraph  3.5  of  Opinion  CON/2025/32,  paragraph  3.5  of  Opinion  CON/2025/33  and 
paragraph 3.1.5 of Opinion CON/2025/36. 

Articles 17.1 and 17.2 of the Single Code. 

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the cooling-off period only applies in respect of employment with the categories of entities listed in 

paragraph 1.7, which do not include the broader category of ‘other financial institutions’. The ECB 

therefore considers that the requirements of the draft law are less restrictive than those 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  allow  the  application  of  the  cooling-off  period  also  with 

respect to other financial institutions. 

3.1.6  The prohibition on the trading by designated persons of certain financial instruments set out in the 

draft law is less restrictive as regards the relevant entities than the requirements of the Eurosystem59 

and SSM60 Ethics Frameworks and the Single Code61 insofar as it limits the prohibition to financial 

instruments issued by the NBB or by institutions subject to the supervision or oversight of the NBB 

or  in  which  the  NBB  is  involved,  their  direct  or  indirect  parent  companies,  their  subsidiaries  or 

affiliated  companies,  or  instruments  referring  thereto,  save  for  some  exceptions62,  and  does  not 

extend to instruments issued by other regulated entities. The ECB highlights that the draft law should 

be without prejudice to the Eurosystem and SSM Ethics Frameworks 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 other regulated institutions.  

3.2  Prudential  supervisory  aspects  in  relation  to  corporate  governance  and  strategic  transactions  of 

credit institutions 

3.2.1  The ECB welcomes the Law on banking’s new rules transposing the CRD6, as well as new provisions 

on independent directors, thereby transforming into hard law some of the soft law rules contained in 

the existing Joint European Securities and Markets Authority (ESMA) and EBA Guidelines on the 

assessment of the suitability of members of the management body and key function holders 63, the 

EBA Guidelines on internal governance64, and the Guidelines of the Basel Committee on Banking 

Supervision on corporate governance principles for banks65. Moreover, this initiative is in line with 

longstanding  supervisory  efforts  in  the  area  of  banks’  governance  and  management  body 

effectiveness, as defined by the SSM multi-year supervisory priorities 66 and in the SSM supervisory 

statement on governance and risk appetite67.  The ECB also supports the reference to proportionality 

considerations in determining the appropriate number of independent directors, based on all relevant 

institution-specific factors, including the size and risk profile and also considering the composition of 

59  
60  
61  
62  
63  

64  

65  

66  

67  

See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49).   
See Article 11 of Guideline (EU) 2021/2256 (ECB/2021/50).   
See Article 16 of the Single Code. 

Article 11, 4° of the draft law. 
See  Section  9.3  of  the  Joint  ESMA  and  EBA  Guidelines  on  the  assessment  of  the  suitability  of  members  of  the 
management  body and  key  function holders under  Directive 2013/36/EU  and Directive  2014/65/EU  of 2  July  2021 
(ESMA35-36-2319, EBA/GL/2021/06). 

See Section 3 and Section 5.2 of EBA Guidelines on internal governance under Directive 2013/36/EU of 2 July 2021 
(EBA/GL/2021/05). 

See Principles 2 and 3 of the Basel Committee on Banking Supervision Guidelines on corporate governance principles 
for banks, July 2015, available on the website of the Bank for International Settlements at www.bis.org. 

See  Supervisory  Priorities  2023-2025  and  2024-2026,  available  on  the  ECB’s  banking  supervision  website  at 
www.bankingsupervision.europa.eu. 
See  the  SSM  supervisory  statement  on  governance and  risk  appetite (2016),  pp. 8  and 9, available on the  ECB’s 
banking supervision website at www.bankingsupervision.europa.eu. 

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board  committees  from  a  good  governance  perspective.  This  ensures  the  necessary  flexibility  in 

applying the new requirements to banks.  

3.2.2  As noted in paragraph 1.17, Chapter X of the draft law amends the existing national law regime under 

Article 77 of the Law on banking, clarifying that strategic decisions and other types of decisions falling 

within the scope of Article 77 of the Law on banking remain subject to the competent authority’s prior 

approval. There is an exception to this where such decisions fall within the scope of decisions already 

subject to prior authorisation from the competent authority pursuant to other provisions of the Law 

on banking, its implementing decrees and regulations and the CRR, or pursuant to prior authorisation 

from a competent authority of another Member State under the legislation transposing the CRD in 

that Member State or under the CRR (e.g. the prior approval of acquisitions of material holdings and 

mergers and divisions introduced by the CRD6). The ECB understands that the draft law seeks to 

clearly  define  the  scope  of  approvals  stemming  from  supervisory  powers  explicitly  referred  to  in 

Union law, as well as those arising from supervisory powers not specifically mentioned in Union law. 

In particular, the ECB understands that the national regime under Article 77 of the Law on banking 

will coexist with the harmonised regimes introduced by the CRD6 for certain material operations68, 

69.  This  means,  for  instance,  that  certain  transactions  which  are  not  subject  to  the  competent 

authority’s scrutiny under the provisions of the Law on banking transposing the CRD6 will continue 

to be subject to such scrutiny under Article  77  of the  Law on banking. Moreover, transactions for 

which the amendments introduced into the CRD by the CRD6 only require a prior notification (e.g. a 

divesture of a material holding under the draft Article 76/5 of the Law on banking or a material transfer 

of assets and liabilities under the draft Article 76/15 of the Law on banking) will also be subject to the 

competent authority’s prior authorisation where they fall within the scope of Article 77 of the Law on 

banking. In that case, as explained in the explanatory memorandum to the draft law, by following the 

prior  authorisation  procedure  under  Article  77  of  the  Law  on  banking,  the  prior  notification 

requirement, as introduced by the CRD6 and transposed in draft Article 76/5 or 76/15 of the Law on 

banking, will also be considered fulfilled.  

This opinion will be published on EUR-Lex.  

Done at Frankfurt am Main, 19 January 2026. 

[signed] 

The President of the ECB 

Christine LAGARDE 

68  
69  

As transposed in draft Articles 76/1 to 76/16, 182/1 to 182/4 and 212 of the Law on banking. 

See Articles 97 to 114, 145 to 150 and 153 of the draft law.  

11