Opinion of the European Central Bank of 18 November 2025 on the supervisory independence of the Banca d’Italia, the prevention of conflicts of interest and the exercise of administrative discretion in case of mergers, divisions and acquisition of material holdings (CON/2025/36)
OPINION OF THE EUROPEAN CENTRAL BANK of 18 November 2025 on the supervisory independence of the Banca d’Italia, the prevention of conflicts of interest and the exercise of administrative discretion in case of mergers, divisions and acquisition of material holdings (CON/2025/36) Introduction and legal basis
On 13 October 2025 the European Central Bank (ECB) received a request from the Italian Ministry of Economy and Finance for an opinion on a draft legislative decree transposing 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, and ensuring alignment with Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 amending Regulation (EU) No 575/2013 as regards requirements for credit risk, credit valuation adjustment risk, operational risk, market risk and the output floor (hereinafter the ‘draft legislative decree’).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 legislative decree relates to the Banca d’Italia and the specific tasks conferred upon the ECB 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 the European Central Bank (hereinafter the ‘Statute of the ESCB’), the ECB may offer advice to, and be consulted by, the competent authorities of the Member States on the implementation of Union legislation relating to the prudential supervision of credit institutions, among other matters. In accordance with Article 17.5, first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.
1. Purpose of the draft law
1.1 The main purpose of the draft legislative decree is to transpose into Italian law those amendments to Directive 2013/36/EU of the European Parliament and of the Council introduced by Directive (EU)
1 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).
2 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). 2024/1619 of the European Parliament and of the Council (hereinafter the ‘CRD6’), and to implement those provisions of Regulation (EU) 2024/1623 of the European Parliament and of the Council , that relate to incompatibilities and limits on financial investments and cooling-off requirements for the members of the Governing Board and the staff of the Banca d’Italia . 1.2 The draft legislative decree aims to strengthen Italy’s alignment with Union banking and financial regulations by introducing stricter rules for third-country banks, enhancing corporate governance standards, revising mergers and acquisitions regulations, and addressing ESG risks and supervisory powers. It further aims to ensure the sound and prudent management of credit institutions, while simplifying rules and improving cooperation between supervisory authorities. 1.3 Among other things, the draft legislative decree implements the provisions of the CRD 6 pertaining to the exercise of supervisory powers in relation to the procedures for the notification and assessment of the acquisition and disposal of material holdings, as well as those governing mergers and divisions. 1.4 Furthermore, the draft legislative decree transposes the provisions of the CRD 6 that relate to the supervisory independence of competent authorities and the prevention of conflicts of interest in relation to the officials and employees of such authorities. 1.5 With regard to this latter aspect, the draft legislative decree provides that the members of the Governing Board of the Banca d’Italia are to be appointed on the basis of published, transparent and objective criteria, among persons of recognised integrity and professional experience, and can be removed from office if they no longer meet the appointment criteria or have been convicted of a serious criminal offence. 1.6 To prevent conflicts of interest and incompatibilities in the performance of professional activities after the termination of their mandate or employment with the Banca d’Italia, the draft legislative decree introduces certain restrictions. 1.7 First, recruitment by or engagement with any of the following entities under any type of contract for the provision of professional services is prohibited: (a) institutions in respect of which the member of the Governing Board or member of staff of the Banca d’Italia has been directly involved in the supervision or decision-making process, including direct or indirect parent undertakings, affiliates or subsidiaries; (b) entities providing services to the entities referred to in point (a), unless the member of the Governing Board or member staff of the Banca d’Italia is strictly precluded from participating in the provision of those services during the cooling-off period; and (c) entities that engage in lobbying and outreach activities addressed to the Banca d’Italia on matters for which the member of the Governing Board or member of staff of the Banca d’Italia was responsible during their term of
3 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).
4 Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 amending Regulation (EU) No 575/2013 as regards requirements for credit risk, credit valuation adjustment risk, operational risk, market risk and the output floor (OJ L, 2024/1623, 19.6.2024, ELI: https://eur-lex.europa.eu/eli/reg/2024/1623/oj/eng).
5 [The transposition of the CRD 6 required amendments and additions to the rules on incompatibilities, currently contained in Law No 262 of 28 December 2005, and the introduction of new rules on trading in private financial instruments. The amendments to Law No 262 of 28 December 2005 mainly involved the insertion in Article 19(7) of a new paragraph 7 bis and the new Articles 29 ter, 29 quater and 29 quinquies.] office or employment. The duration of the cooling-off period is: (i) 24 months for members of the Governing Board of the Banca d’Italia; and (ii) 12 months for members of staff of the Banca d’Italia directly involved in the supervision of the entities specified in (a) above. These cooling-off periods also apply in relation to the entities not subject to supervision specified in (b) and (c) above. Members of the Governing Board are to be awarded appropriate compensation, determined at the time of their appointment. Member of staff must notify the Banca d’Italia without delay of any job offer they receive which falls within the scope of the prohibition. Where an incompatibility has been ascertained, the Banca d’Italia must assign the member of staff to different duties at the same level for the duration of the incompatibility and until the termination of the employment relationship (internal cooling-off mechanism). During this period, the relevant member of staff continues to receive their salary and does not have access to confidential or sensitive information. Retired, resigned, or dismissed members of staff are not entitled to compensation for the duration of the incompatibility. 1.8 Second, members of the Governing Board and members of the supervisory staff of the Banca d’Italia are prohibited from trading in financial instruments issued by, or related to, institutions supervised by the Banca d’Italia, and the direct or indirect parent undertakings, affiliates or subsidiaries of such institutions, with the exception of: (i) instruments managed by third parties, provided that the holders of those instruments are prevented from intervening in portfolio management; and (ii) investments in collective investment undertakings. These exceptions only apply where third parties and collective investment undertakings do not predominantly invest in financial instruments the trading of which is prohibited. 1.9 Third, members of the Governing Board and members of the supervisory staff of the Banca d’Italia are required to make a declaration on financial investments likely to give rise to a conflict of interest prior to their appointment and, subsequently, on an annual basis. 1.10 Fourth, where a member of the Governing Board or of the supervisory staff of the Banca d’Italia owns, at the time of recruitment or appointment or at any time thereafter, financial instruments that may give rise to conflicts of interest, the Banca d’Italia may require, on a case-by-case basis, that such instruments be sold or disposed of within a reasonable timeframe. The violation of the prohibitions and obligations in relation to trading may give rise to disciplinary liability. 1.11 Finally, the draft legislative decree empowers the Banca d’Italia to adopt further provisions on conflicts of interest, incompatibilities following termination of office and restrictions on financial investments by means of internal regulatory acts implementing its obligations arising from its membership of the European System of Central Banks and the European Central Bank (ESCB) and the Single Supervisory Mechanism (SSM).
2. General observations
2.1 Article 130 of the Treaty and Article 7 of the Statute of the ESCB address the independence of central banks in the ESCB , stipulating that when exercising the powers and carrying out the tasks
6 Regarding the doctrine of the ECB as to independence and its ramifications, see the ECB Convergence Report 2025, Section 2.2. Available on the ECB’s website at www.ecb.europa.eu. and duties conferred upon them by the Treaties and the Statute of the ESCB, neither the ECB, nor an 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 Banca d’Italia, 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 the Banca d’Italia 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 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. 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 the Banca d’Italia, 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
7 Code of Conduct for high-level ECB officials (OJ C 478, 16.12.2022, p. 3).
8 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).
9 See Article 14.3 of the Statute of the ESCB.
10 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). 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). 2.6 In contrast to the ethics framework, which is ultimately based on Article 127(6) of the Treaty, the CRD 6, 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 CRD 6 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 CRD 6’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 . 2.8 In this regard, the ECB welcomes that, under Article 3(1), point c), which inserts a new Article 29 quinquies in Law No 262 of 28 December on the protection of savings and the regulation of financial markets (hereinafter ‘Law No 262 of 28 December 2005’), of the draft legislative decree, the Banca d’Italia has been expressly confirmed in its power to adopt, through its own internal regulatory acts,
11 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).
13 See Article 1, point (4), of the CRD 6, which inserts a new Article 4a in Directive 2013/36/EU.
14 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.
15 See paragraph 2.6.2 of Opinion CON/2024/21 and paragraph 2.1.3 of Opinion CON/2025/19. All ECB opinions are published on EUR-Lex.
16 See the fourth subparagraph of Article 4a(2) of Directive 2013/36/EU, as inserted by the CRD 6. This acknowledgement refers directly to the dismissal requirements included in Article 4(2), second subparagraph, of the CRD 6.
17 Disposizioni per la tutela del risparmio e la disciplina dei mercati finanziari, pubblicata nella Gazzetta Ufficiale n. 301 28 dicembre 2005. additional provisions on conflicts of interest, cooling-off periods and limits on financial investments, in order to implement the relevant obligations arising from its participation in the ESCB and the SSM.
3. Specific observations
3.1 Supervisory independence and prevention of conflicts of interest 3.1.1 The ECB understands that the current Italian legislation (including the Statute of the Banca d’Italia) already complies with the provision of CRD 6 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 national central banks) who is appointed after 11 January 2026 remains in office for more than 14 years . The ECB therefore considers that it is not necessary for the draft legislative decree to include any provisions in this respect. Under Law No 262 of 28 December 2005 and the Statute of the Banca d’Italia the Governor and the other members of the Governing Board are to hold office for six years, with the possibility of only one renewal of their mandates. 3.1.2 In this context, the ECB highlights that in accordance with Article 14.2 of the Statute of the ESCB, statutes of national central banks 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 the Banca d’Italia. The ECB considers that the relevant provisions of the Statute of the Banca d’Italia are consistent with the requirements of Article 14.2 of the Statute of the ESCB . 3.1.3 The provisions of Law No 262 of 28 December 2005 and of the Statute of the Banca d’Italia (as they currently stand) that regulate the appointment and dismissal of members of the Governing Board of the Banca d’Italia are consistent with the CRD 6 and the draft legislative decree only supplements them with new provisions concerning the public disclosure of grounds for dismissal. The CRD 6 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 of 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 .
18 See Article 4a(2), second paragraph, first sentence, of Directive 2013/36/EU, as inserted by the CRD 6.
19 Disposizioni per la tutela del risparmio e la disciplina dei mercati finanziari, pubblicata nella Gazzetta Ufficiale n. 301 28 dicembre 2005.
20 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.
21 See ECB Convergence Report, June 2025, p. 26.
22 See ECB Convergence Report, May 2006, p. 75 and ECB Convergence Report, May 2008, p. 238.
23 See Article 4a(2), second paragraph, second and third sentences, of Directive 2013/36/EU, as inserted by the CRD 6. The ECB considers that it is not necessary for the draft legislative decree to include provisions relating to the grounds for dismissal of members of the Governing Board of the Banca d’Italia. Under the Statute of the Banca d’Italia, the Governor, the Senior Deputy Governor and the three Deputy Governors can only be dismissed prior to the expiration of their term of office if they do not fulfil the conditions required for the performance of their duties or they have been found guilty of serious misconduct . 3.1.4 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 will also safeguard the personal independence of those persons. As noted in paragraph 3.1.1, 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. The application of the same rules regarding appointment and 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 the Banca d’Italia. The ECB considers that the relevant provisions of the draft legislative decree are consistent with the requirements of Article 14.2 of the Statute of the ESCB . 3.1.5 The ECB notes that the 24-month cooling-off period applicable to the Governor, the Senior Deputy Governor and the three Deputy Governors of Banca d’Italia under the draft legislative decree is also in line with the provisions of the Single Code . 3.1.6 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’ . The ECB notes that under the draft legislative decree the categories of entities in respect of which a cooling-off period is applied, in cases where staff or members of the governing bodies of the Banca d’Italia take up employment after termination of their employment with the Banca d’Italia, extend beyond financial institutions other than supervised credit institutions. Therefore, the ECB considers the cooling-off regime provisions under the draft legislative decree as broadly in line with those contained in the Single Code. 3.1.7 The ECB also notes that the prohibition on the trading by Banca d’Italia Governing Board members and employees in certain financial instruments is aligned to that provided for under the Eurosystem and SSM Ethics Frameworks, which the ECB has established, without prejudice to the
24 See Articles 14 and 18(1) and (3) of the Statute of the Banca d’Italia. 25 See ECB Convergence Report, June 2025, p. 26. 26 See ECB Convergence Report, May 2006, p. 75, and ECB Convergence Report, May 2008, p. 238. 27 See Article 17.3, point (b), of the Single Code; see also paragraph 2.2.3 of Opinion CON/2025/19. 28 See Articles 17.1 and 17.2 of the Single Code. 29 See Article 11 of Guideline (EU) [2021/2253] (ECB/2021/49). 30 See Article 11 of Guideline (EU) 2021/2256 (ECB/2021/50). requirements of the Single Code . 3.1.8 The ECB strongly welcomes that the draft legislative decree 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 legislative decree explicitly clarifies that Banca d'Italia is empowered to adopt further provisions and restrictions on conflicts of interest, cooling-off periods, as well as on financial investments by means of internal regulatory acts implementing its obligations arising from its membership of the ESCB and the SSM . The ECB considers that the internal act(s) to be adopted by the Banca d’Italia could support alignment with the Single Code. Therefore, it is not necessary for the draft legislative decree to include any further provisions in this respect. 3.2 Prudential supervisory aspects in relation to mergers, divisions and the acquisition of material holdings 3.2.1 Regarding the assessment of mergers, divisions and material holdings, the ECB understands that the draft legislative decree assigns to the Banca d’Italia the responsibility for implementing, through secondary legislation, the derogations from the mandatory assessment requirement, as set out in the CRD 6. Such derogations specifically apply in situations where mergers or transactions involving material holdings occur between entities within the same group, or when the acquisition or divestment of material holdings takes place within the same institutional protection scheme. 3.2.2 In this regard, the ECB notes that the CRD 6 provides that the competent authorities will not be required to carry out the assessment in all the cases referred to in paragraph 3.2.1 . 3.2.3 The ECB understands that the Banca d’Italia, in its internal regulatory acts, will not introduce conditions that are not derived from the CRD 6 and will not constrain the discretion of the competent authorities to determine on a case-by-case basis whether to conduct such an assessment. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 18 November 2025. [signed] The President of the ECB Christine LAGARDE
31 See Article 16 of the Single Code. 32 See Article 3 of the draft legislative decree. 33 See Articles 27a(7) and 27i(2) of Directive 2013/36/EU, as added by the CRD VI.