Opinion of the European Central Bank of 18 March 2022 on amendments to the Statute of the Banca d'Italia (CON/2022/10)

OPINION OF THE EUROPEAN CENTRAL BANK of 18 March 2022 on amendments to the Statute of the Banca d’Italia (CON/2022/10) Introduction and legal basis

On 28 February 2022, the European Central Bank (ECB) received a request from the Banca d’Italia for an opinion on proposed amendments to the Statute of the Banca d’Italia (hereinafter the ‘draft amendments’). The draft amendments implement the changes laid down in Law No 234 of 30 December 2021 (hereinafter the ‘Law’), which entered into force on 1 January 2022, and address elements of the Banca d’Italia’s governance. 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 the third indent of Article 2(1) of Council Decision 98/415/EC , as the draft amendments relate to the Banca d’Italia. In accordance with the first sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

1. Purpose of the draft amendments

1.1 The draft amendments implement the provisions introduced by the Law on the increase in the shareholding ceiling in respect of the capital of the Banca d’Italia from 3 % to 5 %, as a result of which no shareholder can directly or indirectly own a share of the capital higher than 5 %. No voting rights or other economic or ownership rights are provided for shares held in excess of this ceiling. The dividends for the shares held in excess are to be attributed to the Banca d’Italia’s statutory reserves. 1.2 The draft amendments also introduce changes regarding the respective roles of the Banca d’Italia’s Board of Auditors and external auditors. In particular, the Board of Auditors will no longer be responsible for checking that the accounts are properly kept and that operations are entered correctly in the accounts. This task will henceforth be discharged by external auditors selected in accordance with Article 27(1) of the Statute of the European System of Central Banks and of the European Central Bank (hereinafter the ‘Statute of the ESCB’). Instead, the Board of Auditors will be responsible for monitoring the adequacy of the Banca d’Italia’s accounting system. 1.3 Finally, the draft amendments introduce several changes to improve the functioning of the decisionmaking bodies of the Banca d’Italia, of the board of regents charged with the general administration

of the Banca d’Italia’s main branches within the limits established by the Statute of the Banca d’Italia, and of the councillors appointed for the local branches under the Statute. In particular, the draft amendments introduce changes concerning the use of remote communication for meetings of the decision-making bodies and the use of secret ballot voting. Under the draft amendments, secret ballot voting is envisaged for a narrower subset of decisions than was previously the case, such as those related to disciplinary measures concerning the Banca d’Italia’s staff members, the revocation of the mandate of members of the Banca d’Italia’s Board of Directors and the appointment and removal of members of the Governing Board. For other decisions the open voting method will be used instead.

2. General observations

2.1 The ECB takes note of the draft amendments and the provision of economic and ownership rights to the Banca d’Italia’s shareholders. 2.2 Under Article 131 of the Treaty each Member State is required to ensure that its national legislation including the statutes of its national central bank (NCB) is compatible with the Treaties and the Statute of the ESCB. Amendments to the statute of an NCB, in this case the Statute of the Banca d’Italia, should ensure that central bank independence, guaranteed under Article 130 of the Treaty and Article 7 and Article 14.2 of the Statute of the ESCB, is fully respected. The Treaty is silent on the ownership structure of NCBs, which is therefore left to each Member State’s autonomous determination insofar as this structure fully respects, and poses no risks to, the principle of central bank independence established in Article 130 of the Treaty and the other Treaty provisions governing tasks related to the ESCB and Eurosystem . Pursuant to Articles 6 and 19 of the Statute of the Banca d’Italia, the shareholders’ meeting and the board of directors must not interfere in any way in matters pertaining to the exercise of the public functions conferred on the Banca d’Italia or on the Governor of the Banca d’Italia by the Treaty, the Statute of the ESCB, Union law and national law concerning pursuit of the Banca d’Italia’s institutional purposes and aims . Considering this, the increase in the shareholding ceiling in respect of the capital of the Banca d’Italia from 3 % to 5 % raises no concerns from the perspective of central bank independence. 2.3 As regards the reduction of the situations in which secret ballot voting applies, the ECB takes the view that secret voting may contribute to safeguarding the independence of an NCB’s decisionmaking bodies. However, the possibility of open voting is not excluded by the principle of institutional independence. The draft amendments will only result in a limited reduction in the use of secret ballot voting within the decision-making bodies as compared with the current situation. Sensitive decisions, on such matters as disciplinary sanctions, the removal of regents and councillors, and opining on the reappointment or removal of the Governor of the Banca d’Italia, will remain subject to secret ballot voting. 2.4 Finally, regarding the impact of the draft amendments on the Banca d’Italia’s internal finances, the ECB notes that as the dividends for the shares held in excess are to be attributed to the statutory

reserves in accordance with Article 3(4) of the Statute of Banca d’Italia, and the ceiling for the determination of shares held in excess has been raised from 3% to 5%, the amount of dividends to be attributed to the statutory reserves will likely be reduced. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 18 March 2022. [signed]

The President of the ECB

Christine LAGARDE