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)

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) Introduction and legal basis

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, Directive (EU) 2024/1619 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 Article 2(1), third indent, of Council Decision 98/415/EC , 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 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 Belgian law the amendments to Directive 2013/36/EU of the European Parliament and of the Council (CRD) introduced by the CRD6. 1.2 Chapter II of the draft law transposes Article 4a 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

(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

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

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 .

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 3, 63° 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

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 Regulation (EU) 575/2013 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.

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 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

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 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 (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 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

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 Article 4a(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 .

3. Specific observations

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

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

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

credit institutions

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

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 Article 76/5 of the Law on banking or a material transfer of assets and liabilities under the draft Article 76/15 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 Article 76/5 or 76/15 of the Law on banking, will also be considered fulfilled.

This opinion will be published on EUR-Lex.

Done at Frankfurt am Main, 19 January 2026.

[signed]

The President of the ECB

Christine LAGARDE