Opinion of the European Central Bank of 4 August 2025 on the independence of Finanssivalvonta and the cooling-off periods applicable to the officials of Suomen Pankki (CON/2025/19)
OPINION OF THE EUROPEAN CENTRAL BANK of 4 August 2025 on the independence of Finanssivalvonta and the cooling-off periods applicable to the officials of Suomen Pankki (CON/2025/19) Introduction and legal basis
On 13 June 2025 the European Central Bank (ECB) received a request from the Finnish Ministry of Finance for an opinion on draft Finnish legislative proposals concerning the transposition of amendments to Directive 2013/36/EU of the European Parliament and of the Council introduced by Directive (EU) 2024/1619 of the European Parliament and of the Council (hereinafter the ‘CRD6’), including in particular a draft law on amendments to the Law on the Financial Supervisory Authority (hereinafter the ‘first draft law’) and a draft law on amendments to the Law on the officials of Suomen Pankki (hereinafter the ‘second draft law’, and together with the ‘first 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 indent, of Council Decision 98/415/EC , as the draft laws relate to Suomen Pankki and the specific tasks conferred upon the ECB concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In accordance with Article 17.5, first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.
1. Purpose of the draft laws
1.1 The main purpose of the draft laws is to transpose the amendments made by the CRD6 to Directive 2013/36/EU into Finnish law by amending several laws, including the Law on the Financial Supervisory Authority (hereinafter the ‘Law on the Fin-FSA’). In addition, the draft laws include, inter alia, provisions that transpose into Finnish law Directive (EU) 2024/2994 of the European Parliament and of the Council and supplement Regulation (EU) 2024/2987 of the European Parliament and of
1 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).
2 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, http://data.europa.eu/eli/dir/2024/1619/oj).
3 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).
4 Directive (EU) 2024/2994 of the European Parliament and of the Council of 27 November 2024 amending Directives 2009/65/EC, 2013/36/EU and (EU) 2019/2034 as regards the treatment of concentration risk arising from exposures towards central counterparties and of counterparty risk in centrally cleared derivative transactions (OJ L, 2024/2994, 4.12.2024, ELI: http://data.europa.eu/eli/dir/2024/2994/oj). the Council . The draft laws also amend the Law on the officials of Suomen Pankki by introducing provisions on cooling-off arrangements for the officials of Suomen Pankki. Finally, the draft laws contain some amendments related to the administrative sanctions imposed by the Finanssivalvonta (FIN-FSA, Financial Supervisory Authority). 1.2 Purpose of the first draft law 1.2.1 Most of the provisions of the first draft law are aimed at transposing into Finnish legislation the provisions of Article 4a of Directive (EU) 2013/36/EU on the supervisory independence of competent authorities. 1.2.2 To transpose Article 4a(2), first subparagraph, of Directive (EU) 2013/36/EU, as inserted by Article 1, point (4), of the CRD6, a new provision would be added to the Law on the Fin-FSA requiring that the Board of the Fin-FSA and each Board member should be independent from the supervised entities, foreign supervised entities and other financial market participants, and that the Board or Board member should not be allowed to receive or request instructions or orders from any public or private body. This provision is intended to further strengthen the independence of Fin-FSA Board members who have a connection to another public or private body. 1.2.3 To transpose Article 4a(2), second subparagraph, of Directive 2013/36/EU, as inserted by Article 1, point (4), of the CRD6, a maximum term limit of 12 years (i.e. four terms of three years) would be imposed on the Fin-FSA Board members. Furthermore, a new provision would be added on the dismissal of Board members, allowing a Board member to be dismissed if they no longer meet the qualifications for the position or are convicted of a crime. The grounds for the dismissal would be published on the Fin-FSA’s website, if the dismissed person does not object to it. 1.2.4 To transpose Article 4a(3) of Directive 2013/36/EU, as inserted by Article 1, point (4), of Directive (EU) 2024/1619, in order to prevent conflicts of interest, the Law on the Fin-FSA would be amended to prohibit private financial transactions on certain financial instruments issued by or referenced to supervised entities, with some exceptions related to asset management by third parties and collective investment undertakings. Furthermore, provisions on cooling-off periods would be introduced prohibiting staff members and Board members from being hired by certain entities during the coolingoff periods. To transpose Article 4a(7) of Directive 2013/36/EU, as inserted by Article 1, point (4), of the CRD6, staff members and Board members would be required to submit declarations of interest concerning assets, liabilities and commitments that may raise conflict of interest concerns. 1.2.5 In addition to transposing the provisions of Article 4a of Directive 2013/36/EU, as inserted by Article 1, point (4), of the CRD6, the first draft law includes certain provisions which do not directly aim to implement amendments made by the CRD6. A maximum term limit of 15 years (i.e. three times five years) would be introduced for the Director-General who would also be subjected to the cooling-off provisions. The cooling-off periods would also be extended to supervisory staff other than staff responsible for the prudential supervision of credit institutions. In addition, a discretionary cooling-off provision would be included, allowing the Fin-FSA to apply a cooling-off period where considered
5 Regulation (EU) 2024/2987 of the European Parliament and of the Council of 27 November 2024 amending Regulations (EU) No 648/2012, (EU) No 575/2013 and (EU) 2017/1131 as regards measures to mitigate excessive exposures to third-country central counterparties and improve the efficiency of Union clearing markets (OJ L, 2024/2987, 4.12.2024, ELI: http://data.europa.eu/eli/reg/2024/2987/oj). necessary in cases where a person, while performing their tasks, has had access to confidential information that could be used in a material way in a new employment position or activity, either for their own benefit or that of another person, or to the detriment of another person. Finally, restrictions on private financial transactions would also apply to certain investments made through investmentlinked insurance products, as well as to investments made for the person’s own account through other persons or entities. 1.3 Purpose of the second draft law 1.3.1 The second draft law aims to prevent possible conflicts of interest arising from officials of Suomen Pankki taking up new employment positions, thus strengthening confidence in public administration. For this purpose, the second draft law would establish a cooling-off regime for officials of Suomen Pankki, which would allow Suomen Pankki to conclude a written cooling-off contract with a person who is nominated for a position at Suomen Pankki. The second draft law also ensures that a coolingoff contract could also be concluded with current officials of Suomen Pankki. The condition for concluding a cooling-off contract would be that the person in their work position has access to confidential information which may be materially used in a new employment relationship or activity either for their own benefit or that of another person or to the detriment of another person. 1.3.2 According to the second draft law, the agreed cooling-off period could not exceed six months from the end of employment in the case of a staff member and 12 months in the case of a Board member. Should the official with a cooling-off contract intend to take up new employment, they would be required to notify Suomen Pankki without undue delay. Following the notification, Suomen Pankki would have one month to assess whether the condition for cooling-off contracts is fulfilled and consequently the cooling-off contract would be activated. Compensation would be paid to the official during the cooling-off period.
2. Observations on the first draft law
2.1 General observations 2.1.1 Article 19 of Council Regulation (EU) No 1024/2013 (hereinafter the ‘Single Supervisory Mechanism (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. 2.1.2 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
6 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). as Fin-FSA, when assisting the ECB in carrying out the tasks conferred on it by the SSM Regulation. This ethics framework 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 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 , 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 (EU) 2021/2256. 2.1.3 In contrast to the ethics framework 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 Article 53(1) and Article 127(6) of the Treaty, cannot be combined as the legal basis for a legal act, in view of the different procedures involved. In particular, the measures adopted under Article 53(1) of the Treaty are adopted by the European Parliament and the Council, acting in accordance with the ordinary legislative procedure, and after consulting the Economic and Social Committee (and, if relevant, the ECB in accordance with Articles 127(4) and 282(5) of the Treaty). By contrast, the regulations adopted under Article 127(6) of the Treaty are adopted by the Council alone, in a special legislative procedure in which the Council acts unanimously, after consulting the European Parliament and the ECB . 2.1.4 Hence, the amendments made by the CRD6 are without prejudice to the ethics framework which the ECB has established to ensure the independence of the national competent authorities in the context of the SSM, as both frameworks have their own scope and legal basis. The Union legislator acknowledged this through the CRD6's amendments to Directive 2013/36/EU, which provide that Article 4a(2) of Directive 2013/36/EU is without prejudice to the rights and obligations of the national competent authorities pursuant to the SSM established by the SSM Regulation . Such provisions may also serve as guidance for establishing safeguards to the independence of the ECB and the national competent authorities when carrying out the tasks conferred on them by the SSM Regulation.
7 Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3).
8 Guideline (EU) 2021/2256 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).
10 See Article 1, point (4), of the CRD6, which inserts Article 4a in Directive 2013/36/EU.
11 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.
12 See also paragraph 2.6.2 of Opinion CON/2024/21. All ECB opinions are published on EUR-Lex.
13 See Article 4a(2), fourth subparagraph, of Directive 2013/36/EU, as inserted by the CRD6. This acknowledgement refers directly to the dismissal requirements included in Article 4(2), second subparagraph, of the CRD6. 2.2 Specific observations 2.2.1 The Single Code 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. It also applies to persons replacing the members in meetings of the Supervisory Board (hereinafter the ‘alternates’) in the performance of their duties and responsibilities relating to that high-level body where explicitly provided for in the Single Code. 2.2.2 The Single Code, insofar as it refers to the members of the Supervisory Board, is to be seen as ensuring the independence of the national competent authorities under the SSM Regulation. In this respect, the SSM Regulation 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. The procedures are without prejudice to the application of stricter national rules . 2.2.3 The ECB notes that the maximum 12-month cooling-off periods introduced by the first draft law are less restrictive compared to the requirements of the Single Code. The ECB highlights that the first draft law should be without prejudice to the Single Code as it may be amended from time to time. Furthermore, the draft law must not prevent the possibility of imposing and extending a cooling-off period of a maximum of two years for the Fin-FSA's representative in the Supervisory Board, in line with the Single Code . 2.2.4 In addition, the Single Code imposes restrictions on the establishment of post-employment relationships not only directly with significant or less significant credit institutions or other financial institutions, but also with ‘any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB or for any [supervised] institution’ . The first draft law follows a different structure with respect to the categories of entities compared to the Single Code. For example, while the Single Code imposes restrictions for post-employment relationships with ‘other financial institutions’, the first draft law does not include such a category. However, it does include a category for competitors of supervised entities. Furthermore, while both the Single Code and the first draft law include a category for entities carrying out lobbying and advocacy activities, the definitions of these categories are not identical. The first draft law refers to entities engaged in consultancy or advocacy on ‘matter for which the person was responsible for during the employment’ . The ECB notes that, in this respect as well, the first draft law must be interpreted without prejudice to the Single Code as it may be amended from time to time. 2.2.5 The Single Code also contains rules, inter alia, on private financial transactions and declarations of interests , which are more restrictive than the provisions of the first draft law. The ECB notes that the application of the less restrictive provisions of the first draft law would be without prejudice to the
14 See Article 2.2. of the Single Code.
15 See Article 17.3, point (b), of the Single Code.
16 See Article 17.1 and 17.2 of the Single Code.
17 Proposed Section 17b, Subsection 1 of the Law on the Financial Supervisory Authority.
18 See Articles 10 and 16 of the Single Code. application of the stricter rules of the Single Code to those individuals who are subject to the Single Code. 2.2.6 National competent authorities, including the Fin-FSA, are required to take the necessary measures to implement and comply with Guideline (EU) 2021/2256 and must inform the ECB of any obstacles posed by national law to their implementation. Regarding the cooling-off period, Guideline (EU) 2021/2256 requires national competent authorities to have mechanisms in place to assess and avoid possible conflicts of interest arising from post-employment occupational activities undertaken by their members of staff and the members of their bodies, including appropriate cooling-off periods . In this context, the ECB notes that the first draft law provides the legal basis for cooling-off periods for the Director-General, Board members and staff members.
3. Observations on the second draft law
3.1 General observations 3.1.1 Article 130 of the Treaty and Article 7 of the Statute of the European System of Central Banks and the European Central Bank (hereinafter the ‘Statute of the ESCB’) addresses the question of central bank independence , 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 by primary law. 3.1.2 Based on considerations of central bank independence, and in order to ensure the independence of NCBs such as Suomen Pankki 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 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 , which is addressed to the NCBs of the Eurosystem and establishes ethics requirements applicable to the members of the decisionmaking bodies and staff of the NCBs. 3.1.3 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. 3.2 Specific observations
20 Regarding the doctrine of the ECB as to the independence it all its ramifications see the ECB Convergence Report 2025, Section 2.2. Available on the ECB’s website at www.ecb.europa.eu.
21 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).
22 See Article 14.3. of the Statute of the ESCB. 3.2.1 The Single Code 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. It also applies to persons replacing the members in meetings of the Governing Council (hereinafter the ‘alternates’) in the performance of their duties and responsibilities relating to these high-level bodies where explicitly provided for in the Single Code . It also covers representatives of NCBs, where the national competent authority is not the NCB, participating in meetings of the Supervisory Board. The Single Code is without prejudice to stricter ethical rules under national law . 3.2.2 The ECB notes that the maximum 12-month cooling-off period applicable to the Suomen Pankki Board members under the second 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 cooling-off period of a maximum of two years when such an extended period is applied based on the Single Code . 3.2.3 In addition, the Single Code sets limits on the establishment of post-employment relationships, not only directly with significant or less significant credit institutions or other financial institutions, but also with ‘any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB or for any [supervised] institution’ . From this perspective, the cooling-in regime under the second draft law appears to introduce more restrictive rules than those contained in the Single Code since under the second draft law the cooling-off period could be applied regardless of the type of entity with which the post-employment relationship is established. However, on the other hand, the second draft law requires that the cooling-off contract can only be concluded and applied if the person in their work position has access to confidential information which may be materially used in a new employment relationship or activity either for their own benefit or that of another person, or to the detriment of another person. The cooling-off rules of the Single Code do not contain such a condition, and the second draft law must also be interpreted without prejudice to the Single Code, as it may be amended from time to time, in this respect.
23 See Article 1.1 of the Single Code.
24 See Article 1.2 of the Single Code.
25 See Article 2.2 of the Single Code.
26 See Article 17.3, point (b), of the Single Code.
27 See Article 17.1 and 17.2 of the Single Code. 3.2.4 NCBs, including Suomen Pankki, are required to take the necessary measures to implement and comply with Guideline (EU) [2021/2253] and must inform the ECB of any obstacles posed by national law to their implementation. Regarding the cooling-off period, Guideline (EU) [2021/2253] requires NCBs to have mechanisms in place to assess and avoid possible conflicts of interest arising from post-employment occupational activities undertaken by their members of staff and the members of their bodies, including appropriate cooling-off periods . In this context, the ECB notes that the second draft law provides Suomen Pankki with the legal basis for concluding cooling-off contracts with Board and staff members. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 4 August 2025. [signed] The President of the ECB Christine LAGARDE