Opinion of the European Central Bank of 20 October 2025 on the supervisory independence of Národná banka Slovenska and the prevention of conflicts of interest (CON/2025/32)

OPINION OF THE EUROPEAN CENTRAL BANK of 20 October 2025 on the supervisory independence of Národná banka Slovenska and the prevention of conflicts of interest (CON/2025/32) Introduction and legal basis

On 18 September 2025 the European Central Bank (ECB) received a request from the Ministry of Finance of the Slovak Republic for an opinion on a draft law amending the Law on Banks and on amendments to certain laws (hereinafter the ‘draft law’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union and Article 2(1), third indent, of Council Decision 98/415/EC , as the draft law relates to Národná banka Slovenska (NBS) 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 law

1.1 The main purpose of the draft law is to transpose into Slovak law the 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’). In particular, several provisions of the draft law seek to transpose Article 4a of Directive 2013/36/EU, which relates to the supervisory independence of competent authorities and the prevention of conflicts of interest in relation to the officials and employees of such authorities. 1.2 The draft law provides that, in order to secure the independence of supervision and to avoid conflict of interests, the relevant provisions of the draft law apply to (a) the head of the financial market supervision unit in the area of banking who is also a member of the Bank Board of NBS other than the Governor of NBS (hereinafter the ‘Head of Banking Supervision’) and (b) employees of NBS who

1 Návrh zákona ktorým sa mení a dopĺňa zákon č. 483/2001 Z. z. o bankách a o zmene a doplnení niektorých zákonov v znení neskorších predpisov a ktorým sa menia a dopĺňajú niektoré zákony.

2 Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank by national authorities regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42, ELI: http://data.europa.eu/eli/dec/1998/415/oj).

3 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).

4 Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks (OJ L, 2024/1619, 19.6.2024, ELI: http://data.europa.eu/eli/dir/2024/1619/oj). perform supervision in the field of banking (hereinafter together with the Head of Banking Supervision ‘designated persons’) . 1.3 The draft law provides that the total term of office of the Head of Banking Supervision must not exceed 14 years, unless otherwise provided in the transitional provisions of the draft law , i.e. if the person referred to in the relevant provision was appointed before 11 January 2026. 1.4 The draft law provides that if the Head of Banking Supervision is removed from office, the respective decision will be published, unless the member objects to such publication . 1.5 The draft law provides that designated persons must file a declaration on the prevention of conflicts of interest, including information on ownership of financial instruments (as described in paragraph 1.6), and any interests held by designated persons in the form of shares, bonds, or similar securities and units in collective investment funds pursuant to a separate regulation, if such ownership or holding could give rise to concerns about conflicts of interest . This is without prejudice to the provisions of special regulations . The declaration must be made as of the day preceding the day when the designated person became subject to the draft law , and thereafter annually by 31 January of the calendar year concerned, according to the status as of the date on which that declaration was made . 1.6 The draft law provides that in order to avoid conflicts of interest designated persons must not trade in financial instruments (a) issued by a credit institution supervised by NBS; (b) issued by a direct or indirect parent company of a credit institution supervised by NBS; (c) issued by a direct or indirect subsidiary of a credit institution supervised by NBS; (d) issued by a company that is an affiliate of a credit institution supervised by NBS, its direct or indirect parent company or its direct or indirect subsidiary; or (e) any financial instrument the value of which is linked to the value of a financial instrument as issued by the entities referred to in (a) to (d) . 1.7 The draft law provides for a few exemptions for designated persons from the above prohibition on trading in financial instruments. More specifically, if the third party or collective investment entity does not invest predominantly in the financial instruments listed in paragraph 1.6, the prohibition does not apply to (a) trades in a financial instrument managed by a third party in the context of the provision of a portfolio management investment service in accordance with a separate regulation, and designated persons as the owner of that instrument cannot intervene directly or indirectly in portfolio management; or (b) investments in collective investment entities.

5 See Article 6b(1), points (a) and (b), of the draft law.

6 See Article 6b(2) of the draft law.

7 See Article 6b(3) of the draft law.

8 As set out in Article 6b(6) of the draft law.

9 See Article 6b(4) of the draft law.

10 The footnote to Article 6b(4) of the draft law refers, as an example, to Constitutional Law No 357/2004 Coll. on the protection of the public interest in the performance of the functions of public officials, as amended.

11 See Article 6b(5) of the draft law.

12 See Article 6b(5) of the draft law.

13 See Article 6b(6) of the draft law.

14 See Article 6b(8) to (10) of the draft law. 1.8 The draft law provides NBS with the possibility to require designated persons to sell or otherwise dispose of the financial instruments in their possession as of the date of taking office or acquired during the term of office, within a reasonable period of time, if the designated persons do not comply with the prohibition . The draft law also provides designated persons with the possibility to request authorisation from NBS for the sale or other disposal of financial instruments in their possession as of the date of taking office . 1.9 The draft law provides that designated persons must have a cooling-off period following the end of the decision-making in a supervisory capacity or of the performance of supervision. During the cooling-off period designated persons must refrain from entering into any employment relationship with, or performing a gainful activity for, or entering into any contract for the provision of professional activities with, (a) any credit institution in the supervision of which the designated persons were directly involved, including direct or indirect parent companies, direct or indirect subsidiaries, or affiliates of such credit institution; (b) any persons providing services to any entity listed in point (a), except if the designated persons are excluded from participating in any provision of services to the credit institution listed in point (a) during the cooling-off period; or (c) any persons who promote or defend interests in relation to NBS in matters for which the designated persons were responsible during the performance of their duties. The cooling-off period starts on the day when the designated persons ended their decision-making in the supervisory capacity or the performance of supervision over the credit institutions referred to in point (a) . 1.10 The draft law sets out different cooling-off periods for different categories of designated persons. For the Head of Banking Supervision the cooling-off period must be at least 12 months in respect of entities listed in points (a) and (b) of paragraph 1.9. For NBS banking supervisors the cooling-off period must be at least six months in respect of the same type of entities. However, for all designated persons the cooling-off period must be at least three months in respect of entities listed in point (c) of paragraph 1.9 . 1.11 The draft law provides that NBS may also apply a cooling-off period for designated persons when concluding an employment relationship, an employment contract or a contract for the provision of professional activities with direct competitors of a credit institution in the supervision of which designated persons were directly involved, including direct or indirect parent companies, direct or indirect subsidiaries, or affiliates of such credit institution. For such cases, the length of the coolingoff period must be at least six months for the Head of Banking Supervision, and at least three months for NBS banking supervisors . 1.12 The draft law provides that NBS may shorten the cooling-off period to a minimum of three months for NBS banking supervisors, if (a) the cooling-off period of a minimum of six months in relation to credit institutions in the supervision of which NBS banking supervisors were directly involved, including direct or indirect parent companies, direct or indirect subsidiaries, or affiliates of such credit

15 See Article 6b(8) and (9) of the draft law.

16 See Article 6b(10) of the draft law.

17 See Article 6b(11) and (12) of the draft law.

18 See Article 6b(13) and (14) of the draft law.

19 See Article 6b(15) of the draft law. institution, could adversely restrict NBS in its ability to hire persons with adequate skills or skills to ensure the performance of supervision of banks, or (b) it has been proven that the cooling-off period is contrary to the Constitution or to special regulations . 1.13 The draft law entitles NBS to take measures to ensure that from the beginning of the cooling-off period, designated persons do not have access to any information pursuant to a separate regulation concerning credit institutions in the supervision of which designated persons were directly involved, including direct or indirect parent companies, direct or indirect subsidiaries, or affiliates of such credit institution. If, despite the measures taken by NBS, designated persons gain access to such information during the cooling-off period, the cooling-off period restarts from the date following the day on which NBS became aware of designated persons having gained access to such information . 1.14 The draft law provides that, during the cooling-off period, designated persons are entitled to monetary compensation from NBS for a period when they are not in an employment relationship or other similar relationship with NBS, meet the conditions set out in the draft law and have not misused the information accessed pursuant to a separate regulation concerning a credit institution in the supervision of which the designated persons were directly involved, including direct or indirect parent companies, direct or indirect subsidiaries, or affiliates of such credit institution. Where the relevant cooling-off period is restored, the monetary compensation must be paid to such person only within the scope of the original cooling-off period . The amount of the monetary compensation is to be set out in a separate regulation .

2. General observations

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 NBS, 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 NBS 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

20 See Article 6b(16) of the draft law.

21 See Article 6b(17) of the draft law.

22 See Article 6b(11) of the draft law.

23 See Article 6b(18), second sentence, of the draft law.

24 See Article 6b(18) and (19) of the draft law.

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

26 Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3). ‘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 to ensure the independence of the ECB and the NCBs when exercising the powers and carrying out the tasks and duties conferred upon them by the Treaties and the Statute of the ESCB, as both frameworks have their own scope and legal basis. 2.4 Furthermore, Article 19 of Council Regulation (EU) No 1024/2013 (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 these 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 NBS, when assisting the ECB in carrying out the tasks conferred on it by the SSM Regulation. This ethics framework includes the Single Code, which applies, among others, to the members of the Supervisory Board of the ECB when exercising their functions as members of a high-level ECB body, and Guideline (EU) 2021/2256 of the European Central Bank (ECB/2021/50) , 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 (ECB/2021/50).

27 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). 28 See Article 14.3 of the Statute of the ESCB. 29 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). 30 See paragraph 2.4 of Opinion CON/2025/23 and paragraph 2.4 of Opinion CON/2025/27. All ECB opinions are published on EUR-Lex. 31 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). 32 See Article 6(1) of the SSM Regulation. 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 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 . 2.7 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 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 . 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 .

3. Specific observations

3.1 The draft law proposes to limit the maximum term of office of the Head of Banking Supervision to 14 years, whereas currently he or she may be appointed to unlimited six-year terms . 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

33 See Article 1, point (4), of the CRD6, which inserts Article 4a in Directive 2013/36/EU. 34 See judgment of the Court of Justice of 29 April 2004, v , C-338/01, ECLI:EU:C:2004:253, Commission Council 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. 35 See paragraph 2.6 of Opinion CON/2025/23 and paragraph 2.6 of Opinion CON/2025/27. 36 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 4a(2), second subparagraph, of Directive 2013/36/EU, as inserted by the CRD6. 37 See paragraph 2.7 of Opinion CON/2025/23 and paragraph 2.7 of Opinion CON/2025/27. 38 Article 7(4) of Law No 566/1992 Coll. on Národná banka Slovenska, as amended (hereinafter the ‘Law on NBS’). The term of office of the Governor and Vice-Governors is limited to two six-year terms. the personal independence of those persons . The application of the same rules regarding the minimum 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 NBS. 3.2 As noted in paragraph 1.3, under the draft law the total term of office of the Head of Banking Supervision must not exceed 14 years. The term of office for the members of the Bank Board of NBS, including the Head of Banking Supervision, is six years in line with the Law on NBS. The ECB understands that in practice the maximum term of office of 14 years as set out in the draft law is unlikely to be reached very often, due to the combination of (a) the term of office of six years of the members of the Bank Board of NBS applicable under the Law on NBS; and (b) the minimum term of office of five years applicable to the members of the Bank Board of NBS, including the Head of Banking Supervision, under the Statute of the ESCB, as specified in paragraph 3.1. Consequently, if the Head of Banking Supervision serves two full six-year terms, the dual requirements that his or her term must not exceed 14 years and that he or she must serve a minimum term of office of five years could only be complied with by ensuring that he or she cannot be reappointed to serve a further term of office. Based on the above, the ECB understands that the Head of Banking Supervision cannot be appointed as a member of the Bank Board of NBS if, during the term of office for which he or she would have been appointed, the performance of his or her duties as a member of the Bank Board of NBS would exceed 14 years, taking into account all previous terms of office . 3.3 The CRD6 provides that Member States must ensure that members of a competent authority’s governance body can be dismissed if they no longer meet the criteria of appointment or have been convicted of a serious criminal offence . Under the Law on NBS, the Governor, the Deputy Governors and the other members of the Bank Board of NBS can only be dismissed prior to the expiration of their term of office if they no longer fulfil the conditions required for the performance of their duties or if they have been found guilty of serious misconduct within the meaning of Article 14.2, of the Statute of the ESCB . Against this background, the ECB understands that the current provisions of the Law on NBS regulating the appointment and dismissal of members of the Bank Board of NBS are consistent with the principles of the CRD6 and that, therefore, it is not necessary for the draft law to include any provisions in this respect. Furthermore, the ECB understands that the draft law only supplements the Law on NBS by adding new provisions concerning the public disclosure of grounds for dismissal that transpose the amendments to that effect made by the CRD6 to Directive 2013/36/EU .

39 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. 40 See the ECB Convergence Report 2025, Section 2.2.3, p. 26. 41 See, for example, paragraph 1.3 of Opinion CON/2025/27. 42 See Article 4a(2), second subparagraph, of Directive 2013/36/EU, as inserted by the CRD6. 43 See Article 7(9) of the Law on NBS. 44 See Article 7 of the Law on NBS. 45 See Article 4a(2), second subparagraph, second and third sentences, of Directive 2013/36/EU, as inserted by the CRD6. 3.4 In this context, the ECB highlights that, pursuant to Article 14.2, second paragraph, first sentence, of the Statute of the ESCB, ‘a Governor may be relieved from office only if he no longer fulfils the conditions required for the performance of his duties or if he has been guilty of serious misconduct’. Applying the same rules regarding the grounds for relieving Governors from office to other members of the decision-making bodies of NCBs involved in the performance of ESCB-related tasks 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 NBS. The ECB considers that the relevant provisions of the Law on NBS are consistent with the requirements of Article 14.2 of the Statute of the ESCB. 3.5 The minimum 12-month cooling-off period applicable to the Head of Banking Supervision under the draft law is in line with the requirements of the Single Code. In this respect, the ECB understands that under the draft law NBS could apply a cooling-off period of a maximum of two years when such an extended period is applied based on the Single Code . 3.6 In addition, the Single Code sets limits on the establishment of post-employment relationships, not only directly with significant or less significant credit institutions, but also with ‘other financial institutions’ or ‘any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB or for any [supervised] institution’ . In contrast, the categories of entities in respect of which a cooling-off period is applied, extends only to those listed in paragraph 1.9 of this opinion, i.e. ‘other financial institutions’ or entities ‘engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB of for any [supervised] institution’ do not seem to be covered by the relevant provisions of the draft law . In any event, the ECB notes further that the draft law must be interpreted without prejudice to the Single Code, as it may be amended from time to time . 3.7 The prohibition on the trading by designated persons of certain financial instruments is less restrictive 53 54 as regards the relevant entities than the requirements of the Eurosystem and SSM Ethics Frameworks which the ECB has established and the requirements of the Single Code insofar as it limits the prohibition to financial instruments issued by, or referring to, credit institutions supervised by NBS and the direct or indirect parent companies, subsidiaries, or affiliates of such credit

46 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. 47 See the ECB Convergence Report 2025, Section 2.2.3, p. 26. 48 See Article 6b(13) of the draft law. 49 See Article 17.3, point (b), of the Single Code; see also paragraph 3.2.2 of Opinion CON/2025/19 and paragraph 3.3 of Opinion CON/2025/23.50 See Articles 17.1 and 17.2 of the Single Code. 50 See Articles 17.1 and 17.2 of the Single Code. 51 See Article 6b(11) of the draft law. 52 See paragraph 3.4 of Opinion CON/2025/23. 53 See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49). 54 See Article 11 of Guideline (EU) 2021/2256 (ECB/2021/50). 55 See Article 16 of the Single Code. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 20 October 2025. [signed] The President of the ECB Christine LAGARDE

56 See Article 6b(6) of the draft law. 57 As defined in Article 2(8) of Guideline (EU) [2021/2253] (ECB/2021/49); Article 2(7) of Guideline (EU) 2021/2256 (ECB/2021/50).