Opinion of the European Central Bank of 14 August 2026 on rules concerning the conduct and integrity of staff members of a supervisory authority and of the members of its executive board (CON/2026/25)

OPINION OF THE EUROPEAN CENTRAL BANK of 14 August 2026 on rules concerning the conduct and integrity of staff members of a supervisory authority and of the members of its executive board (CON/2026/25) Introduction and legal basis

On 3 July 2026 the European Central Bank (ECB) received a request from the German Federal Ministry of Finance for an opinion on a draft ordinance on the conduct and integrity of the staff members and members of the Executive Board of the Bundesanstalt für Finanzdienstleistungsaufsicht (Bafin, Federal Financial Supervisory Authority) (hereinafter the ‘draft ordinance’). 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) of Council Decision 98/415/EC , as the draft ordinance relates to 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 ordinance 1.1 The main purpose of the draft ordinance is to transpose into German law the amendments to Directive 2013/36/EU of the European Parliament and of the Council (hereinafter the ‘CRD’), introduced by Directive (EU) 2024/1619 of the European Parliament and of the Council (hereinafter the ‘CRD6’) as well as Directive (EU) 2024/2994 of the European Parliament and of 4 5 the Council by recasting the Ordinance on strengthening integrated financial supervision . In particular, the draft ordinance transposes Article 4a of the CRD as introduced by the CRD6, regarding the prevention of conflicts of interest among the members of Bafin’s Executive Board.

1.2 The draft ordinance makes use of the Federal Ministry of Finance’s competence to determine by means of an ordinance, to the extent that is appropriate, complementary ethics rules applicable to the members of Bafin’s Executive Board relating, first, to private transactions regarding financial instrument and crypto-assets, and, second, to cooling-off periods, including rules related to the prohibition of and compensation for activities within 24 months after their term of office as members of Bafin’s Executive Board. 1.3 The draft ordinance applies by way of cross-reference to the existing rules on private transactions applicable to Bafin’s staff members and to the members of Bafin’s Executive Board set out in the Law on the Federal Financial Supervisory Authority (hereinafter the ‘Law on Bafin’) . These rules prohibit private financial transactions involving (a) financial instruments admitted to trading on an organised market within Germany; (b) financial instruments issued by financial corporations having their registered office or a branch in the Union; and (c) financial instruments issued by undertakings supervised by Bafin . The draft ordinance complements this with provisions on short-term trading within 90 days of the purchase or sale of the financial instrument and on approval of the sale of financial instruments that are subject to trading prohibitions . The draft ordinance also confers on Bafin the competence to approve (a) the participation of members of staff or members of the Executive Board of Bafin in investment clubs or comparable associations and (b) the acquisition of income rights and other fiduciary rights . 1.4 To transpose the cooling-off periods as laid down by the relevant provisions of the CRD6 , the draft ordinance provides for rules on cooling-off periods. The draft ordinance requires that a member of Bafin’s Executive Board who intends to take up employment outside the public sector within 24 months after leaving office must notify the compliance office of Bafin and the Federal Ministry of Finance . The draft ordinance states that this provision is without prejudice to European requirements (as discussed in paragraph 3.3). 1.5 The Federal Ministry of Finance is competent to take decisions on cooling-off period. In principle, cooling-off periods of up to 24 months may be applied if concerns for public interest exist . The draft ordinance lists the cases in which concerns for public interest exist, and the rules that apply in those cases, as follows: (a) the Federal Ministry of Finance must apply cooling-off periods of at

least 12 months in cases where the Executive Board member will be employed by an undertaking supervised by the department headed by the Executive Board member or an undertaking belonging to the same group as such supervised undertaking; (b) a 12-month cooling-off period must also be applied if the Executive Board member is taking up employment in an undertaking typically providing services to supervised undertakings or undertakings of the same group, such as law firms and consultancies, unless it is ensured that the Executive Board member will not be providing services to supervised undertakings; and (c) the cooling-off period must be at least three months if the Executive Board member will be employed by lobbying organisations and interest groups of supervised undertakings and undertakings within the same group. 1.6 In other cases of public interest not explicitly listed in the draft ordinance, cooling-off periods must be no longer than 12 months . However, in cases of serious concern, cooling-off periods of up to 18 months and, in exceptional cases, up to 24 months may be applied. The draft ordinance states that these rules are without prejudice to European requirements. 1.7 The draft ordinance recasts the Ordinance on the conduct and integrity of Bafin’s staff members and the members of Bafin’s Executive Board. It contains, inter alia, rules on trading in certain classes of crypto assets and financial instruments, short-term trading as well as notification requirements. In particular, the draft ordinance includes provisions on declarations of interest applying to Bafin’s staff members and to members of Bafin’s Executive Board, transposing the relevant provisions of the CRD6 . The declaration of interest must include information on the crypto assets and financial instruments subject to trading restrictions laid down in the Law on the Federal Financial Supervisory Authority (hereinafter the ‘Law on Bafin’). The declaration must be made before taking up a position at Bafin and annually thereafter. 1.8 To transpose the relevant provisions of the CRD6 , the draft ordinance empowers Bafin to require Bafin’s staff members to dispose of assets they hold in the event of a conflict of interest . The rules also apply to the members of Bafin’s Executive Board with the exception that the decision to sell or dispose of the assets is taken by the Federal Ministry of Finance . 1.9 The draft ordinance empowers Bafin to complement by means of an ordinance the rules on private transactions involving crypto assets and financial instruments . Bafin must review these ordinances against the established standards of compliance and amend them accordingly .

2. General observations

2.1 As previously noted by the ECB, 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 Single Supervisory Mechanism (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 24. 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. 2.2 As previously noted by the ECB, 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 Bafin, 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 highlevel 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 (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) . 2.3 As previously noted by the ECB, 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 30 31 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, measures 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, regulations under Article 127(6) of the Treaty are adopted by the Council alone, by way of a special legislative procedure, in which the Council acts unanimously, after consulting the European Parliament and the ECB . 2.4 Hence, as previously noted by the ECB , 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 ordinance. From an ECB perspective, the CRD6 provisions 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 Single Code applies, inter alia, to the members of the Supervisory Board of the ECB, including the Bafin representative , when exercising their functions as members of the Supervisory Board of the ECB. It also applies to persons replacing the members in meetings of the Supervisory Board in the performance of their duties and responsibilities relating to that high-level body where explicitly provided for in the Single Code.

3.2 National competent authorities, including Bafin, are required to take the necessary measures to implement and comply with Guideline (EU) 2021/2256 and must inform the ECB of any obstacles that national law poses to their implementation. 3.3 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 addition, the Single Code provides for cooling-off periods for members of the ECB’s Supervisory Board of one year (for gainful occupational activity with a significant or less significant credit institution) or six months (for gainful occupational activity with any other financial institution or with any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB or for any financial institution). With regard to gainful occupational activity with a significant or less significant credit institution, the ECB Ethics Committee may recommend an extension of the cooling-off period up to a maximum of two years is possible where the possibility of conflicts of interest resulting from such gainful occupational activities so requires . As noted in paragraphs 1.5 and 1.6, the draft ordinance provides the legal basis for cooling-off periods for the members of Bafin’s Executive Board which must last at least 12 months in cases of employment in supervised undertakings and may be extended by the Federal Ministry of Finance to up to 24 months . In this respect, the draft ordinance states that it operates without prejudice to European requirements . The ECB understands that such European requirements include the Single Code and Guideline (EU) 2021/2256, as amended from time to time. The ECB therefore understands that the cooling-off regime established by the draft ordinance does not prevent the application of the differently structured cooling-off regime established by the Single Code and Guideline (EU) 2021/2256. 3.4 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 and with ‘any entity engaged in lobbying in relation to the ECB, or consultancy and/or advocacy for the ECB or for any [supervised] institution’ . As noted in paragraph 1.5, under the draft ordinance, the cooling-off period also applies to employment in undertakings that typically provide services to supervised undertakings, including law firms, consultancies, lobbying groups and advocacy associations of supervised undertakings. With respect to the broader category of ‘other financial institutions’, the wording of the draft ordinance does not distinguish between significant and less significant institutions or ‘other financial institutions’. The draft ordinance instead provides for the general application of post-employment restrictions where required by public interest. As noted above, the draft ordinance operates without prejudice to European

requirements , meaning that the cooling-off regime established by the draft ordinance does not prevent the application of the differently structured cooling-off regime established by the Single Code and Guideline (EU) 2021/2256. 3.5 The prohibition on trading by the members of Bafin’s Executive Board and staff members as laid down in the draft ordinance is structurally different from the relevant provisions set out in the Single 44 45 Code and Guideline (EU) 2021/2256 . However, the categories of entities and financial instruments listed in the draft ordinance cover the financial instruments subject to trading prohibitions pursuant to the Single Code and Guideline (EU) 2021/2256. Furthermore, the draft ordinance empowers Bafin to adopt by way of ordinance further rules on private transactions in line with the established standards of compliance . The ECB invites the Federal Ministry of Finance to clarify what is meant by ‘established standards of compliance’ in this context. The ECB understands that these provisions on the prohibition of trading operate without prejudice to the Single Code and Guideline (EU) 2021/2256. However, the draft ordinance does not contain an explicit provision clarifying that these provisions operate without prejudice to European requirements. The Federal Ministry of Finance is invited, for the sake of legal certainty, to clarify that the draft ordinance taken as a whole operates without prejudice to European requirements. 3.6 The draft ordinance also establishes rules for short term trading which are less restrictive than those in the Single Code . Guideline (EU) 2021/2256 stipulates that the national competent authorities are to establish internal rules, inter alia, restricting short-term trading . The Single Code lays down a one-year holding period, with the exception of unforeseen personal expenditures . By contrast, the draft ordinance requires only a 90-day holding period . The draft ordinance must therefore be applied without prejudice to the Single Code. Again, the Federal Ministry of Finance is invited, for the sake of legal certainty, to clarify that the draft ordinance taken as a whole operates without prejudice to European requirements. 3.7 The Single Code also contains rules, inter alia, on declarations of interests , which are more restrictive than the provisions of the draft ordinance . The draft ordinance limits the declaration of interests to information on private financial transactions. The application of the draft ordinance’s less restrictive provisions would be without prejudice to the application of the stricter rules of the Single Code to members of Bafin’s Executive Board and staff members of Bafin who are subject to the Single Code. Again, the Federal Ministry of Finance is invited, for the sake of legal certainty,

to clarify that the draft ordinance taken as a whole operates without prejudice to European requirements. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 14 August 2026. [signed]

The President of the ECB

Christine LAGARDE