text: Directive

text: 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

text: and repealing Directives

text: and

text: (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj).

text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council of 31 May 2024 amending Directive

text: 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).

text: Latvijas Bankas likums. Latvijas Vēstnesis, 193, 06.10.2021.

text: Likums "Par interešu konflikta novēršanu valsts amatpersonu darbībā". Latvijas Vēstnesis, 69, 09.05.2002.

text: Interešu pārstāvības atklātības likums. Latvijas Vēstnesis, 207, 25.10.2022.

text: See Article 13(3) of the Law on Latvijas Banka. 8 Transposing

text: Article 4

text: a(2), second subparagraph, of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6. 9 See Section 10 of the Law on prevention of conflicts of interest. 10 In order to fully comply with the requirements of

text: Article 70 of Directive 2013/36/EU

text: , as inserted by

text: Article 1

text: , point (18), of the CRD6, on the effective application of administrative penalties and other administrative measures, and the exercise of powers to impose such penalties.

text: Directive (EU) 2025/1

text: of the European Parliament and of the Council of 27 November 2024 establishing a framework for the recovery and resolution of insurance and reinsurance undertakings and amending Directives

text: and

text: (EU) 2017/1132

text: and Regulations

text: (EU) No 1094/2010

text: (EU) No 648/2012

text: (EU) No 806/2014

text: and

text: (EU) 2017/1129

text: (OJ L, 2025/1, 8.1.2025, ELI: http://data.europa.eu/eli/dir/2025/1/oj). 12 Kredītiestāžu un ieguldījumu brokeru sabiedrību darbības atjaunošanas un noregulējuma likums. Latvijas Vēstnesis, 127, 02.07.2015. 13

text: Article 5(1)

text: , point (5), of the Law on Latvijas Banka. 14 Regarding the doctrine of the ECB as to 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.

text: 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 Eurosystem Ethics Framework (ECB/2021/49) (OJ L 454, 17.12.2021, p. 7, ELI: http://data.europa.eu/eli/guideline/2021/2253/oj). 17 See Article 14.3 of the Statute of the ESCB. 18

text: Council Regulation (EU) No 1024/2013 of 15 October 2013

text: 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). 19 Guideline

text: (EU) 2021/2256

text: of the European Central Bank of 2 November 2021 laying down the principles of the Ethics Framework for 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). 20 See Article 6(1) of the SSM Regulation.

text: See

text: Article 4

text: a of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6. 22 See judgment of the Court of Justice of 29 April 2004, v ,

text: , ECLI:EU:C:2004:253,

text: Commission Council

text: paragraphs 57 and 58; and judgment of the Court of Justice of 10 January 2006, Commission v Parliament and Council,

text: , ECLI:EU:C:2006:4, paragraphs 43 to 60. 23 See paragraph 2.6.2 of Opinion

text: and paragraph 2.1.3 of Opinion

text: . All ECB opinions are published on EUR-Lex. 24 See

text: Article 4

text: a(2), fourth subparagraph, of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6. This acknowledgement refers directly to the dismissal requirements included in

text: Article 4

text: a(2), second subparagraph, of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6. 25

text: Article 19(1)

text: , point (1), of the Law on Latvijas Banka, as inserted by Article 6 of the draft law.

text: See

text: Article 4

text: a(2), second subparagraph, first sentence, of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6. 27 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. 28 See the ECB’s Convergence Report, June 2025, Section 2.2.3, p. 26. 29 See

text: Article 4

text: a(2), second subparagraph, second and third sentences, of Directive

text: , as inserted by

text: Article 1

text: , point (4), of the CRD6.

text: See Article 14(1) of the Law on Latvijas Banka. 31 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. 32 See the ECB’s Convergence Report 2025, Section 2.2.3, p. 26. 33 See

text: Article 17.3

text: , point (b), of the Single Code; see also paragraph 2.2.3 of Opinion

text: and paragraph 3.1.5 of Opinion

text: See judgment of 13 September 2022, ,

text: , ECLI:EU:C:2022:670, paragraphs 53, 54, 57 and 97;

text: Banka Slovenije

text: paragraph 2.2.1 of Opinion

text: and paragraph 3.1 of Opinion

text: . 35

text: Council Regulation (EC) No 3603/93 of 13 December 1993

text: specifying definitions for the application of the prohibitions referred to in Articles

text: and

text: b (1) of the Treaty (OJ L 332, 31.12.1993, p. 1, ELI: http://data.europa.eu/eli/reg/1993/3603/oj). 36 See judgment of 13 September 2022, Banka Slovenije,

text: , ECLI:EU:C:2022:670, paragraphs 67 to 75 and 84; paragraph 2.2.2 of Opinion

text: and paragraph 3.2.1 of Opinion

text: . 37 See judgment of 13 September 2022, Banka Slovenije,

text: , ECLI:EU:C:2022:670, paragraph 75; paragraph 2.2.3 of Opinion

text: and paragraph 3.2.2 of Opinion

text: See paragraph 2.2.3 of Opinion

text: and paragraph 3.2.3 of Opinion

text: . 39 See Article 26 of the Law on Latvijas Banka. 40 See also paragraph 2.2.3 of Opinion

text: . 41 See judgment of 13 September 2022, Banka Slovenije,

text: , ECLI:EU:C:2022:670, paragraph 97. 42 See judgment of 13 September 2022, Banka Slovenije,

text: , E EU:C:2022:670, paragraph 105. CLI: 43 See judgment of 13 September 2022, Banka Slovenije,

text: , ECLI:EU:C:2022:670, paragraphs 100 to 102; see also paragraph 2.2.4 of Opinion

text: , paragraph 3.2.1 of Opinion

text: and paragraph 3.3.1 of Opinion

text: See

text: Article 21(2) of Regulation (EC) No 223/2009

text: of the European Parliament and of the Council of 11 March 2009 on European statistics and repealing Regulation (EC, Euratom) No 1101/2008 of the European Parliament and of the Council on the transmission of data subject to statistical confidentiality to the Statistical Office of the European Communities,

text: Council Regulation (EC) No 322/97

text: on Community Statistics, and

text: Council Decision 89/382/EEC

text: , Euratom establishing a Committee on the Statistical Programmes of the European Communities (OJ L 87, 31.3.2009, p. 164, ELI: http://data.europa.eu/eli/reg/2009/223/oj). 45 See

text: Council Regulation (EC) No 2533/98 of 23 November 1998

text: concerning the collection of statistical information by the European Central Bank (OJ L 318, 27.11.1998, p. 8, ELI: http://data.europa.eu/eli/reg/1998/2533/oj).

title: Opinion of the European Central Bank of 8 January 2026 on the supervisory independence of Latvijas Banka, the prevention of conflicts of interest, and the insurance resolution and statistical tasks of Latvijas Banka (CON/2026/1)

text: OPINION OF THE EUROPEAN CENTRAL BANK of 8 January 2026 on the supervisory independence of Latvijas Banka, the prevention of conflicts of interest, and the insurance resolution and statistical tasks of Latvijas Banka (

text: ) Introduction and legal basis

text: On 28 November 2025 the European Central Bank (ECB) received a request from the Latvian Ministry of Finance for an opinion on a draft law amending the Law on Latvijas Banka (hereinafter the ‘draft law’). On 12 December 2025 the ECB received an additional request from the Latvian Ministry of Finance for an opinion on a draft law amending the Law on prevention of conflicts of interest in activities of public officials (hereinafter the ‘draft amendments to the Law on prevention of conflicts of interest’, together with the draft law, the ‘draft laws’). 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 and fourth indents, of

text: Council Decision 98/415/EC

text: , as the draft laws relate to (1) Latvijas Banka, (2) the collection, compilation and distribution of statistics, and (3) 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

text: Article 17.5

text: , first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

text: 1. Purpose of the draft laws

text: 1.1 The main purpose of the draft laws is to transpose into Latvian law the amendments to Directive

text: of the European Parliament and of the Council introduced by

text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council (hereinafter the ‘CRD6’). However, the draft laws also contain a number of provisions not related to the CRD6 implementation, in particular related to the anticipated extension of Latvijas Banka’s resolution tasks and to Latvijas Banka’s tasks and powers in relation to its statistical tasks. Finally, the draft laws contain some amendments related to the administrative sanctions imposed by Latvijas Banka. 1.2 The draft laws transpose the provisions of the CRD6 that relate to the supervisory independence of competent authorities and the prevention of conflicts of interest in relation to the officials and

text: employees of such authorities, to the extent that these requirements are not included in the existing applicable framework consisting of the Law on Latvijas Banka , the Law on prevention of conflicts 5 6 of interest , the Law on transparency of representation of interests and in the internal procedure of Latvijas Banka for managing ethics and the prevention of conflicts of interest. 1.3 Under the Law on Latvijas Banka the term of office of the members of the Council of Latvijas Banka, including Latvijas Banka’s Governor, is five years with the caveat that the same person may be a member of the Council of Latvijas Banka for no more than two successive terms . The draft law does not change the term of the office, which will remain five years. However, regarding the members of the Council of Latvijas Banka the draft law eliminates the requirement that the terms must be successive, thus ensuring a maximum of two terms in the course of a person’s life. This change does not concern the Governor of Latvijas Banka. 1.4 The draft law provides that the reasons for dismissal of both the Governor and the other members of the Council of Latvijas Banka must be made public unless the member of the competent authority’s governance body concerned objects to the publication by providing that the reason for the removal from office of a member of the Council of Latvijas Banka are made public by the Saeima (Parliament) if the member removed has not submitted an objection to publication to the Saeima . 1.5 The draft amendments to the Law on prevention of conflicts of interest provide that the cooling-off period may be reduced to one year by the head of the decision making body of a public entity following a submission by a public official and assessment of the risks of corruption and conflicts of interest if the application of the two-year time period is not deemed appropriate and proportionate. The two-year cooling off requirement applies to the Governor, the other members of the Council of Latvijas Banka and to those employees of Latvijas Banka who qualify as public officials by virtue of the Law on prevention of conflicts of interest currently in force . 1.6 The draft law explicitly empowers Latvijas Banka to impose obligations, prohibitions and restrictions on members of the Council of Latvijas Banka and employees of Latvijas Banka in the field of prevention of conflicts of interest, in addition to the provisions laid down in other legal acts. 1.7 The draft law provides that Latvijas Banka must cooperate with other institutions, and that Latvijas Banka and each such institution must coordinate their actions with each other, to ensure that the sanctions and administrative measures imposed on persons who have infringed financial market regulations in respect of a given breach are proportionate and appropriate to the seriousness of the offence concerned .

text: 1.8 In view of the anticipated transposition of

text: Directive (EU) 2025/1

text: of the European Parliament and of the Council , the draft law amends the scope of Latvijas Banka’s resolution related tasks. Currently the Law on Latvijas Banka attributes to Latvijas Banka resolution tasks specifically in accordance 12, 13 with the Law on recovery of activities and resolution of credit institutions and investment firms . The draft law contains a more generic attribution of resolution tasks to Latvijas Banka in accordance with the legal acts in the field of resolution. While the draft law does not contain any further provisions, the explanatory memorandum clarifies that it is intended to confer resolution tasks on Latvijas Banka in relation to the resolution of insurance and reinsurance undertakings. 1.9 Finally, the draft law contains a number of amendments related to the statistical tasks of Latvijas Banka. In particular, the draft law provides that Latvijas Banka has: (1) the right to request and receive, free of charge, information necessary for the performance of its tasks also from statistical authorities; (2) the right to complete and connect the information received from other persons with other information available to Latvijas Banka, as well as to carry out its analysis thereon; and (3) the obligation to process the information at Latvijas Banka’s disposal and received from other persons, including statistical data, in accordance with the relevant information protection requirements. More specifically, the draft law grants Latvijas Banka the right to collect, analyse, and integrate statistical information received from external sources, and allows Latvijas Banka to process information, including statistical data, for scientific and research activities in the economic and financial fields, subject to information protection requirements.

text: 2. General observations

text: 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), 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 decisionmaking 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 Latvijas Banka, 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 Latvijas Banka 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

text: framework. This includes the ECB’s Code of Conduct for high-level ECB officials (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) , 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 . 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,

text: Article 19 of Council Regulation (EU) No 1024/2013

text: (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 Latvijas Banka, 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 highlevel ECB body, and Guideline

text: (EU) 2021/2256

text: of the European Central Bank (ECB/2021/50) , 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 SSM , the national competent authorities must comply with Guideline

text: (EU) 2021/2256

text: 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 supervisory independence of competent authorities , 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 that the different legal bases, namely

text: Article 53(1)

text: 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 . 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

text: , which provide that

text: Article 4

text: a(2) of Directive

text: is without prejudice to the rights and obligations of the national competent authorities pursuant to the SSM established by the SSM Regulation . 2.8 In this regard, the ECB welcomes that, under the draft law, which inserts a new paragraph 1, point (1), into Article 19 of the Law on Latvijas Banka, Latvijas Banka has been expressly confirmed in its power to impose obligations, prohibitions and restrictions on members of the Council of Latvijas Banka and employees of Latvijas Banka in the field of prevention of conflicts of interest through its own internal procedures .

text: 3. Specific observations

text: 3.1 Supervisory independence and prevention of conflicts of interest 3.1.1 As regards the term of office of the Governor of Latvijas Banka, the ECB understands that a person could serve as a member of the Council for a maximum of two terms, and that immediately thereafter or following a break the same person could serve as the Governor for two consecutive terms. The ECB also understands that a person may serve as Governor for two consecutive terms, and, after a

text: break, serve again as a Governor for two consecutive terms. 3.1.2 The draft law proposes to introduce a limitation on the term of office of members of the Council of Latvijas Banka, with the exception of the Governor, in order to ensure compliance with the CRD6 provision 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 NCBs) who is appointed after 11 January 2026 remains in office for more than 14 years . At present the Law on Latvijas Banka provides that the same person may be a member of the Council of Latvijas Banka for no more than two successive terms. This means that, following a break, a person may again serve as a member of the Council for two consecutive terms, which would exceed the overall maximum term provided for in the CRD6. Under the draft law the term of office of a member of the Council of Latvijas Banka is five years, with the possibility of only one renewal of their mandates. The ECB, therefore, considers that it is not necessary for the draft law to include any further provisions in this respect. 3.1.3 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 . 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 , as is the case in Latvijas Banka. The ECB considers that the relevant provisions of the Law on Latvijas Banka are consistent with the requirements of Article 14.2 of the Statute of the ESCB. 3.1.4 The ECB understands that the current provisions of the Law on Latvijas Banka that regulate the appointment and dismissal of members of the Council of Latvijas Banka are consistent with the CRD6 and the draft law only supplements them with new provisions concerning the public disclosure of grounds for dismissal. The CRD6 provides in this respect that Member States must ensure that members of a competent authority’s governance body are appointed on the basis of published criteria that are objective and transparent and that those members can be dismissed if they no longer meet the criteria for 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 . The ECB considers that it is not necessary for the draft law to include provisions relating to the grounds for dismissal of members of the Council of Latvijas Banka. Under the Law on Latvijas Banka, the Saeima may remove a member of the Council of Latvijas Banka (this includes the Governor) from the office only if: (1) his or her personal submission

text: regarding resignation from the office has been received; (2) he or she no longer fulfils the conditions necessary for the fulfilment of the office within the meaning of Article 14.2 of the Statute of the ESCB; and (3) he or she is guilty of serious misconduct within the meaning of Article 14.2 of the Statute of the ESCB . 3.1.5 In this context, the ECB highlights that, pursuant to

text: Article 14.2

text: , second subparagraph, 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 persons . 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 tasks , as is the case in Latvijas Banka. The ECB considers that the relevant provisions of the Law on Latvijas Banka are consistent with the requirements of Article 14.2 of the Statute of the ESCB. 3.1.6 The ECB notes that the 24-month cooling-off period, including the possibility to reduce it, is applicable to the Governor of Latvijas Banka, the other members of the Council of Latvijas Banka and to those employees of Latvijas Banka who qualify as public officials by virtue of the Law on prevention of conflicts of interest currently in force, is also in line with the provisions of the Single Code and of the Eurosystem and SSM Ethics Frameworks . 3.1.7 The ECB strongly welcomes that the draft law 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 law explicitly clarifies that the Council of Latvijas Banka is entitled, in addition to the provisions laid down in other legal acts, to impose obligations, prohibitions and restrictions on members of the Council of Latvijas Banka and employees of Latvijas Banka in the field of prevention of conflicts of interest. While such additional obligations, prohibitions and restrictions are imposed by means of a non-legislative act, in the form of an internal legal act of Latvijas Banka, the ECB understands that such internal legal act is binding on all employees of Latvijas Banka by virtue of their employment contract, and as a result any disputes arising out of it can be adjudicated in court. The ECB considers that the internal legal act adopted by Latvijas Banka serves the purpose of achieving full alignment with the ethics frameworks established by the ECB pursuant to the Single Code and ECB guidelines, in particular given that in Latvia conflicts of interest are regulated by horizontal laws, which also apply, inter alia, to the members of the Council of Latvijas Banka. 3.2 Resolution tasks in relation to insurance and reinsurance undertakings

text: 3.2.1 As regards the envisaged resolution tasks of Latvijas Banka in relation to the resolution of insurance and reinsurance undertakings, the material provisions implementing

text: Directive (EU) 2025/1

text: are not available at the current juncture. Nevertheless, the ECB would like to take this opportunity to highlight the obligations deriving from Union law that need to be complied with when conferring resolution tasks on Latvijas Banka. 3.2.2 In accordance with Article 14.4 of the Statute of the ESCB, the NCBs, including Latvijas Banka, may perform functions other than those specified in that Statute, unless the Governing Council finds that those functions interfere with the objectives and tasks of the ESCB. Where a Member State assigns such a function to its NCB, that NCB is responsible and liable for the performance of that function. Nevertheless, when defining the responsibility and liability of an NCB in relation to that function, Member States are required to comply with their obligations deriving from Union law and, in particular,

text: Article 123(1)

text: and Article 130 of the Treaty . 3.2.3 Article 123(1) of the Treaty prohibits the NCBs from granting overdraft facilities or any other type of credit facility to public authorities and bodies of the Member States.

text: Article 1(1)

text: , point (b), of

text: Council Regulation (EC) No 3603/93

text: defines the term ‘other type of credit facility’ for the purposes of Article 123 of the Treaty as, inter alia, any financing of the public sector’s obligations vis-à-vis third parties. Accordingly, the NCB concerned must not assume obligations vis-à-vis third parties that could potentially be incumbent on the public sector. Consequently, the NCB concerned must not finance pre-existing obligations vis-à-vis third parties that are incumbent on other public authorities or bodies and the effective financing of the obligations vis-à-vis third parties by the NCB concerned must not result directly from the measures adopted by, or from the policy choices made by, other public authorities or bodies . 3.2.4 The designation of Latvijas Banka as the resolution authority for insurance and reinsurance undertakings would require that the conditions under which Latvijas Banka exercises this function must be in line with the abovementioned limitations deriving from Article 123(1) of the Treaty. In particular, the liability of Latvijas Banka when exercising the function of resolution authority for insurance and reinsurance undertakings must be limited to infringements of a serious nature of the rules imposed on Latvijas Banka in that context . 3.2.5 The Court of Justice has not yet elaborated on what the limitations to infringements of a serious nature of the rules imposed on an NCB exactly consist of. In view of the different traditions for the liability of NCBs in the Member States’ national legal orders, such limitations may therefore take different forms, provided that they exclude the effective financing of the obligations of the public sector vis-à-vis third parties by the NCB concerned when exercising the function of resolution

text: authority. This is the case if national law addresses the condition of fault and limits liability of the NCB concerned to gross negligence in view of the urgency and complexity characterised by resolution measures . 3.2.6 The ECB understands that the liability regime currently applicable to all Latvijas Banka’s tasks, including those related to the resolution of credit institutions and investment firms, is limited. Latvijas Banka is responsible for losses caused to a third party by an action of a member of its Council, an employee, or an authorised representative of Latvijas Banka in the performance of his or her official (work) duties only if the illegal action of the member of the Council, the employee, or the authorised representative of Latvijas Banka was intentional or if he or she committed gross negligence . If these limitations of liability were also applicable to Latvijas Banka’s tasks relating to the resolution of insurance and reinsurance undertakings, this would address the requirement that the liability of Latvijas Banka when exercising these tasks must be limited to infringements of a serious nature . 3.2.7 Article 130 of the Treaty prohibits Member States from placing their NCBs in a situation which in any way undermines their ability to carry out independently a task falling within the scope of the ESCB . This would be the case if, for example, an NCB were prevented from building up adequate financial resources in the form of reserves or buffers to offset losses, particularly those resulting from monetary policy operations, and the Member State concerned did not ensure in advance that the NCB had the necessary funds to bear the financial burden resulting from exercising a function outside the scope of the ESCB (such as the funds necessary to be able to pay the compensation resulting from the liability regime for that function), while retaining its ability to carry out its ESCB tasks effectively and independently . An NCB constrained in its ability to create and/or restore its reserves or buffers may need to seek the consent of political authorities to obtain funding or recapitalisation. This places the NCB in a situation of dependence on those political authorities of the Member State . 3.2.8 The ECB considers that Latvijas Banka’s risk of exposure to liability in the context of the exercise of its function as resolution authority for insurance and reinsurance undertakings would be remote if its liability is limited as set out under paragraph 3.2.4. 3.3 Statistical tasks of Latvijas Banka 3.3.1 Regarding the draft law’s expansion of the statistical tasks and rights of Latvijas Banka, the introduction of the right for Latvijas Banka to request and receive, free of charge, information necessary for its tasks from statistical authorities aligns with

text: Regulation (EC) No 223/2009

text: of the

text: European Parliament and of the Council , which permits the transmission of confidential data between the European Statistical System and the ESCB central banks under strict conditions. Such data sharing is allowed if necessary for the efficient development, production, dissemination, or quality improvement of European statistics, with prior approval required when the data originates from Eurostat. 3.3.2 The ECB recommends that where Latvijas Banka carries out the statistical tasks described in the draft law in order to collect statistical information that is necessary to undertake ESCB tasks, it must ensure compliance with

text: Council Regulation (EC) No 2533/98

text: , in particular the confidentiality regime thereunder.

text: This opinion will be published on EUR-Lex.

text: Done at Frankfurt am Main, 8 January 2026.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE


text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council of 31 May 2024 amending Directive

text: 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).

text: Council Decision 98/415/EC of 29 June 1998

text: 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).

text: Directive

text: 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

text: and repealing Directives

text: and

text: (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj).

text: 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.

text: 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.

text: Article 3 of the draft law. 8 Article

text: ° in conjunction with Article

text: ° of the draft law. 10 Article

text: ° in conjunction with Article

text: ° of the draft law.

text: Article 68 of the draft law. 25 EBA Guidelines on internal governance under Directive

text: of 2 July 2021 (

text: ), paragraphs 46 to 55, available on the EBA’s website at www.eba.europa.eu. 26 EBA Guidelines on sound remuneration policies under Articles

text: and

text: of Directive 2013/36/EU and disclosures under

text: Article 450 of Regulation (EU) No 575/2013 of 21 December 2015

text: ), paragraphs 49 and 50, available on the EBA’s website at www.eba.europa.eu. 27 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. 28 ECB, Draft guide on governance and risk culture, July 2024, available on the ECB’s banking supervision website at www.bankingsupervision.europa.eu. 29 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

text: ° of the Law on banking, as amended by the draft law). 30 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.

text: Regulation (EU) No 575/2013

text: of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending

text: Regulation (EU) No 648/2012

text: (OJ L, 176, 27.6.2013, p. 1, ELI: http://data.europa.eu/eli/reg/2013/575/oj). 33 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. 34 See paragraph 2.1 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 2.1 of Opinion

text: and paragraph 2.1 of Opinion

text: . All ECB opinions are published on EUR-Lex. 35 Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3). 36 Guideline (EU) [2021/2253] of the European Central Bank of 2 November 2021 laying down the principles of the Eurosystem Ethics Framework (ECB/2021/49) (OJ L 454, 17.12.2021, p. 7, http://data.europa.eu/eli/guideline/2021/2253/oj). 37 See paragraph 2.2 of Opinion

text: , paragraph 2.2 of Opinion

text: , paragraph 2.2 of Opinion

text: , paragraph 2.2 of Opinion

text: and paragraph 2.2 of Opinion

text: . 38 See Article 14.3 of the Statute of the ESCB.

text: Council Regulation (EU) No 1024/2013 of 15 October 2013

text: 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). 40 See paragraph 2.4 of Opinion

text: , paragraph 2.4 of Opinion

text: , paragraph 2.4 of Opinion

text: , paragraph 2.4 of Opinion

text: and paragraph 2.4 of Opinion

text: . 41 Guideline

text: (EU) 2021/2256

text: of the European Central Bank of 2 November 2021 laying down the principles of the Ethics Framework for 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). 42 See Article 6(1) of the SSM Regulation. 43 See paragraph 2.5 of Opinion

text: , paragraph 2.5 of Opinion

text: , paragraph 2.5 of Opinion

text: , paragraph 2.5 of Opinion

text: and paragraph 2.5 of Opinion

text: . 44 See

text: Article 4

text: a of the CRD, as inserted by

text: Article 1

text: , point (4), of the CRD6. See also paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: and paragraph 2.6 of Opinion

text: . 45 See judgment of the Court of Justice of 29 April 2004, Commission v Council,

text: , 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,

text: , ECLI:EU:C:2006:4, paragraphs 43 to 60.

text: See paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: , paragraph 2.6 of Opinion

text: and paragraph 2.6 of Opinion

text: . 47 See

text: Article 4

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

text: Article 4

text: a(2), second subparagraph, of the CRD, as inserted by the CRD6. 48 See paragraph 2.7 of Opinion

text: , paragraph 2.7 of Opinion

text: , paragraph 2.7 of Opinion

text: , paragraph 2.7 of Opinion

text: and paragraph 2.7 of Opinion

text: . 49 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.

text: See the ECB’s Convergence Report 2025, Section 2.2.3, p. 26. 51 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. 52 Articles

text: ° and 10, 2° of the draft law. 53

text: Article 4

text: a(2), second subparagraph, of the CRD, as inserted by the CRD6. 54

text: Article 4

text: a(2), second paragraph, second and third sentences, of the CRD, as inserted by the CRD6. 55

text: Article 23(1)

text: and (2) of the Organic Law of the NBB.

text: See

text: Article 17.3

text: , point (b), of the Single Code; see also paragraph 3.3 of Opinion

text: , paragraph 3.5 of Opinion

text: , paragraph 3.5 of Opinion

text: , paragraph 3.5 of Opinion

text: and paragraph 3.1.5 of Opinion

text: . 58 Articles 17.1 and 17.2 of the Single Code.

text: See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49). 60 See Article 11 of Guideline

text: (EU) 2021/2256

text: (ECB/2021/50). 61 See Article 16 of the Single Code. 62 Article

text: ° of the draft law. 63 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

text: and Directive

text: of 2 July 2021 (

text: ). 64 See Section 3 and Section 5.2 of EBA Guidelines on internal governance under Directive

text: of 2 July 2021 (

text: ). 65 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. 66 See Supervisory Priorities 2023-2025 and 2024-2026, available on the ECB’s banking supervision website at www.bankingsupervision.europa.eu. 67 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.

text: As transposed in draft

text: Articles 76

text: /1 to 76/16, 182/1 to 182/4 and 212 of the Law on banking. 69 See

text: Articles 97

text: to 114, 145 to 150 and 153 of the draft law.

publisher: Europeiska centralbanken

sprak: en

title: 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)

serie: con

text: 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 (

text: ) Introduction and legal basis

type: rubrik

text: 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,

text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council (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

text: Article 2(1)

text: , third indent, of

text: Council Decision 98/415/EC

text: , 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

text: Article 17.5

text: , first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

type: stycke

text: 1. Purpose of the draft law

text: 1.1 The main purpose of the draft law is to transpose into Belgian law the amendments to Directive

text: of the European Parliament and of the Council (CRD) introduced by the CRD6. 1.2 Chapter II of the draft law transposes

text: Article 4

text: a 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 NBB

text: (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 (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 NBB 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 ; 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 NBB . 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 ; (2) clarifying that their appointment will also be subject to the abovementioned public criteria for competence and expertise ; 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 . 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 appointment ; and (2) prohibiting such members from

text: 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 entities . 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 ; 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 sectors . 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 vacancy . 1.8 Chapter II of the draft law also introduces into the Organic Law of the NBB new rules on a coolingoff 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 . 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

text: exercise of a mandate within one of the abovementioned institutions or entities, he or she will be entitled to appropriate compensation . 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 exposed . 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) above . 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 interest . 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 . 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 .

text: 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 . 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 25 26 (EBA) on internal governance , the Guidelines of the EBA on sound remuneration policies and the Guidelines of the Basel Committee on Banking Supervision on corporate governance principles for banks . The explanatory memorandum accompanying the draft law refers in this respect to the fact that the ECB’s Draft guide on governance and risk culture 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 29 30 Law on banking, which provides that strategic decisions and certain other types of decisions 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

text: ° of the Law on banking to adapt the definition of strategic decisions 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

text: 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

text: Regulation (EU) 575/2013

text: of the European Parliament and of the Council (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.

text: 2. General observations

text: 2.1 Article 130 of the Treaty and Article 7 of the Statute of the ESCB address the independence of central banks in the ESCB , 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 . 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 officials (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) , 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 . 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

text: 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,

text: Article 19 of Council Regulation (EU) No 1024/2013

text: (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 . 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

text: (EU) 2021/2256

text: of the European Central Bank (ECB/2021/50) , 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 SSM , the national competent authorities must comply with Guideline

text: (EU) 2021/2256

text: (ECB/2021/50) . 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 , 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 caselaw of the Court of Justice of the European Union that the different legal bases, namely Article

text: 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 . 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

text: Article 4

text: a(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 Regulation . 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 Regulation .

text: 3. Specific observations

text: 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 . 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

text: who have equivalent voting rights, or where other members are involved in the performance of ESCBrelated tasks , 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 51, 52 ESCB . 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 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 . 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 misconduct . 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 law is less restrictive than the requirements of the Single Code. The ECB highlights that the draft law should be without prejudice to the Single Code, as it may be amended from time to time, and must not prevent the possibility of imposing and extending a coolingoff period of a maximum of two years when such an extended period is applied based on the Single Code . 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’ . The ECB notes that under the draft law

text: 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 Eurosystem 60 61 and SSM Ethics Frameworks and the Single Code 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 exceptions , 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

text: credit institutions

text: 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 , the EBA Guidelines on internal governance , and the Guidelines of the Basel Committee on Banking Supervision on corporate governance principles for banks . 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 and in the SSM supervisory statement on governance and risk appetite . 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

text: 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 68, will coexist with the harmonised regimes introduced by the CRD6 for certain material operations . 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

text: Article 76

text: /5 of the Law on banking or a material transfer of assets and liabilities under the draft

text: Article 76

text: /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

text: Article 76

text: /5 or 76/15 of the Law on banking, will also be considered fulfilled.

text: Done at Frankfurt am Main, 19 January 2026.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE

type: vagledning

utgivare: ecb