belgiquelex.be - Carrefour Bank of Legislation

22 FEBRUARY 1998. Law fixing the organic status of the National Bank of Belgium (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
CHAPTER I. - Nature and objectives
Art. 2. The National Bank of Belgium, in Dutch "National Bank van België", in German "Belgische Nationalbank", established by the law of 5 May 1850, is an integral part of the European System of Central Banks, referred to as SEBC, whose statutes were fixed by the Protocol thereto annexed to the Treaty establishing the European Community.
In addition, the Bank is governed by this Act by its own statutes and, as a substitute, by the provisions on anonymous companies.
Art. 3. The head office of the Bank is set in Brussels.
The Bank establishes business seats in the localities of the territory of Belgium where the need is found.
Art. 4. The social capital of the Bank, in the amount of four hundred million francs, is represented by four hundred thousand shares, of which two hundred thousand, nominative and incessant, subscribed by the Belgian State, and two hundred thousand in name or bearer. Social capital is fully released.
CHAPTER II. - SEBC Missions and Operations
Art. 5. 1. In order to achieve the objectives of the CBSS and to carry out its missions, the Bank may:
- intervene in capital markets, either by buying and selling firm (in cash and in term), either by taking and boarding (transfer transactions) or by lending or borrowing negotiable receivables and securities, denominated in community or non-community currencies, as well as precious metals;
- carry out credit transactions with credit institutions and other stakeholders in the monetary or capital markets on the basis of an appropriate loan security.
2. The Bank complies with the general principles of open market and credit operations defined by the ECB, including the announcement of the conditions under which these transactions are carried out.
Art. 6. Within the limits and modalities defined by the ECB, the Bank may also carry out, inter alia, the following:
1st issue and redeem its own debt securities;
2° take in deposit of securities and precious metals, take charge of the encumberment of securities and intervene for others in securities transactions, other financial instruments and precious metals;
3° perform operations on interest rate instruments;
4° perform operations on foreign currency, gold or other precious metals;
5° carry out operations for the placement and financial management of its assets in foreign currencies and other external reserves;
6° to obtain credit abroad and to this end to grant guarantees;
7° carry out transactions under European or international monetary cooperation.
Art. 7. The Bank's debts arising out of credit transactions are privileged on all the securities that the debtor holds in account with the Bank or its securities compensation system, as having its own.
This privilege has the same rank as the privilege of the secured creditor.
In the event of a failure to pay the Bank's claims referred to in the first paragraph, the Bank may, after a written notice to the debtor, proceed, without prior judicial decision, to the realization of the securities subject to its privilege, notwithstanding the possible occurrence of a bankruptcy of the debtor or any other competitive situation between creditors of the debtor. The Bank must strive to achieve securities at the best price and as soon as possible, taking into account the volume of transactions. The proceeds of this realization are charged against the principal receivable, interest and expenses of the Bank, the possible balance after the debtor returns to the debtor.
Art. 8. The Bank ensures the proper functioning of compensation and payment systems and ensures their efficiency and strength.
It can do all operations or provide facilities for these purposes.
It provides for the application of the regulations made by the ECB to ensure the effectiveness and robustness of compensation and payments systems within the European Community and with third States.
Art. 9. Without prejudice to the competence of the institutions and bodies of the European Communities, the Bank executes the international monetary cooperation agreements binding on Belgium, in accordance with the modalities determined by agreements between the Minister of Finance and the Bank. It provides and receives the means of payment and the credits required for the execution of these agreements.
The State guarantees the Bank against any loss and guarantees the reimbursement of any credit granted by the Bank as a result of the implementation of the agreements referred to in the preceding paragraph or as a result of its participation in international monetary cooperation agreements or transactions to which, with approval decided in the Council of Ministers, the Bank is a party.
CHAPTER III. - Missions not under SEBC
Art. 10. The Bank may, subject to conditions determined by or under the law, and subject to their compatibility with the SEBC missions, be responsible for the execution of public interest missions.
Art. 11. The Bank serves the State Cashier on the terms determined by law.
It is, with the exception of any other Belgian or foreign agency, responsible for the conversion in euros of the currencies of States not participating in the monetary union or of third States to the European Community borrowed by the State.
The Bank is informed of all foreign currency borrowing projects of the State, the Communities and the Regions. At the request of the Bank, the Minister of Finance and the Bank shall consult each time the Bank considers that these borrowings may adversely affect the effectiveness of monetary or exchange policy. The terms of this information and consultation are agreed in a convention to be concluded between the Minister of Finance and the Bank, subject to the approval of this agreement by the ECB.
Art. 12. The Bank may also be responsible for collecting statistical information or international cooperation related to any mission referred to in Article 10.
Art. 13. The Bank may execute all operations and presume all services that are the accessory or extension of the duties referred to in Article 10.
Art. 14. The Bank may entrust the execution of missions that do not fall within the scope of the CBSS that it is responsible for or under the initiative of the Bank to one or more separate legal entities specially incorporated and controlled by the Bank; Management is provided by one or more members of the Steering Committee.
The prior authorization of the King, on the proposal of the competent minister, is required if the mission has been entrusted by law to the Bank.
Art. 15. The Bank is authorized, subject to the approval of the ECB, to issue gold coins, having legal course, for numismatic or commemorative purposes up to 10% of the weight of gold in the Bank's assets on the date of 1^er January 1987; However, it can only use up to 2% of this weight of gold per year.
The net proceeds of the issuance of currencies, diminished the rights recognized to the Luxembourg State by the Protocol on the Monetary Association between the two States of 9 March 1981, is paid to the State. The share of the foreign exchange debt must have the effect of reducing its foreign currency debt.
Art. 16. The legal entities referred to in Article 14 are subject to the control of the Court of Auditors.
CHAPTER IV. - Organs - Composition - Incompatibility
Art. 17. The Bank ' s organs are the Governor, the Executive Committee, the Board of Directors and the College of Censors.
Art. 18. 1. The Governor directs the Bank, chairs the Executive Committee and the Board of Directors.
2. In the event of an incapacity, the Vice-Governor shall be replaced without prejudice to the application of section 10.2 of the statutes of the SEBC.
Art. 19. 1. The Steering Committee is composed, in addition to the Governor who chairs it, of at least five directors and not more than seven directors, one of whom bears the title of deputy governor, whom the King confers. The Steering Committee has as many French-speaking and Dutch-speaking members, the governor possibly excepted.
2. The Board ensures the administration and management of the Bank and determines the direction of its policy.
3. It exercises regulatory authority in cases provided for by law.
4. It decides on the placement of capital, reserves and depreciation accounts after consultation with the Regency Council and without prejudice to the rules determined by the ECB.
5. It shall rule on all matters not expressly reserved for another body by law, statutes or rules of procedure.
Art. 20. 1. The Regency Council consists of the Governor, Directors and ten Regents. It has as many French expression regents as Dutch expression.
2. The Council exchanges views on general issues relating to the Bank, monetary policy and the economic situation of the country and the European Community. Every month he becomes aware of the situation of the institution.
On the proposal of the Steering Committee, it shall determine the rules of procedure which shall include the basic rules relating to the operation of the organs of the Bank as well as to the organization of the departments, services and seats of activity.
3. The Board individually sets out the treatment and pension of members of the Executive Committee. Such salaries and pensions may not include participation in profits and any remuneration may not be added by the Bank, either directly or indirectly.
4. The Board approves the budget and annual accounts submitted by the Executive Committee. It definitively regulates the distribution of benefits proposed by the Committee.
Art. 21. 1. The College of Censors consists of ten members. It has as many members of French expression as Dutch expression.
2. The College of Censors is responsible for monitoring the preparation and execution of the budget.
3. The censors shall receive compensation in the amount determined by the Board of Regency.
Art. 22. 1. Except for the missions and operations of the SEBC, the Minister of Finance, through his representative, has the right to control the operations of the Bank and to oppose the execution of any measure that would be contrary to the law, the statutes or the interests of the State.
2. The representative of the Minister of Finance shall attend the meetings of the Board of Regency and the meetings of the College of Censors. Except for the missions and operations of the SEBC, it monitors the operations of the Bank and suspends and denounces to the Minister of Finance any decision that would be contrary to the law, the statutes or the interests of the State.
If the Minister of Finance has not ruled in the eighties of the suspension, the decision may be executed.
3. The treatment of the representative of the Minister of Finance is fixed by the Minister of Finance, in conjunction with the management of the Bank and supported by the Bank.
The Minister's representative reports annually to the Minister of Finance on his mission.
Art. 23. 1. The Governor is appointed by the King for a term of five years renewable. He may only be relieved of his duties by the King if he no longer fulfils the conditions necessary for the performance of his duties or has committed a serious misconduct. It shall, in respect of this decision, make an appeal under section 14.2 of the statutes of the CBSS.
2. The other members of the Steering Committee are appointed by the King, on the proposal of the Board of Regency, for a term of six years renewable. They can only be relieved of their duties by the King if they no longer meet the conditions necessary for the performance of their duties or if they have committed a serious misconduct.
3. Regents are elected for a three-year term by the General Assembly. Their mandate is renewable.
Two regents are selected on the proposal of the most representative organizations of workers.
Three regents are selected on the proposal of the most representative organizations of industry and trade, agriculture and middle classes.
Five regents are selected on the proposal of the Minister of Finance.
The procedure for the presentation of candidates for these terms of office shall be decided by the King, after deliberation in the Council of Ministers.
4. The censors are elected, for a three-year term, by the General Shareholders' Meeting. They are chosen from specially competent personalities in the field of control. Their mandate is renewable.
Art. 24. Regents receive tokens of presence and, where appropriate, travel allowance. The amount of such remuneration shall be determined by the Board of Regency.
Art. 25. Members of the Legislative Chambers, the European Parliament, the Councils of Communities and Regions, persons who have the status of Minister or Secretary of State or member of a community or region government and members of the cabinets of a member of the federal government or a community or regional government may not serve as Governor, Vice-Governor, member of the Steering Committee, Regent or Censor. These latter functions shall be terminated in full right when their holder is sworn in for the performance of the duties mentioned in the first place or perform such functions.
Art. 26. § 1^er. The Governor, Vice-Governor and other members of the Executive Committee shall not exercise any functions in a commercial or commercial corporation or in a public body with industrial, commercial or financial activity. However, they may, with the approval of the Minister of Finance, perform functions:
1° in international financial institutions established in accordance with agreements to which Belgium is a party;
2° to the Fonds des Rentes, the Institute of Discount and Guarantee and the National Office of the Ducroire;
3° in legal entities provided for in Article 14.
Prohibitions under paragraph 1^er remain for one year after the Governor, Vice-Governor and other members of the Executive Committee have been discharged; this period is extended to two years if it is a function in a credit institution.
§ 2. Regents may not perform the functions of manager, administrator or director in a credit institution.
Art. 27. The terms of reference of the members of the Executive Committee, the Board of Regency and the College of Censors will expire when they reach the age of 67.
However, with the authorization of the Minister of Finance, licensees will be able to complete their current mandate. The terms of reference of the members of the Steering Committee may be extended for a further one-year period. When it comes to the Governor's mandate, the authorization to complete the current mandate or the extension is granted by royal decree deliberated in the Council of Ministers.
In no case shall the mandate holders referred to in this section remain in office beyond the age of 70.
Art. 28. The Governor shall transmit to the Speakers of the House of Representatives and the Senate the annual report referred to in section 109 B (3) of the Treaty establishing the European Community. The Governor may be heard by the relevant committees of the House of Representatives and the Senate, at the request of these committees or on his own initiative.
CHAPTER V. - Financial provisions and revision of statutes
Art. 29. Net financial products that exceed 3% of the difference between the average amount, calculated on an annual basis, of the Bank's profitable assets and paid liabilities. For the purposes of this provision, net financial products are:
1° the share of the monetary income allocated to the Bank pursuant to Article 32.5 of the SEBC Statutes;
2° the share of the ECB's net profit attributed to the Bank under section 33.1 of the ECB's statutes;
3° the revenues of the Bank's profitable assets and its financial management operations, reduced the financial expenses related to paid liabilities and financial management operations, not related to the assets and liabilities forming the basis for the calculation of the products referred to in 1° and 2° above.
If the amount of net productive assets does not reflect the Bank's share in the cash base of the System, i.e., the sum of outstanding notes and commitments resulting from deposits made by credit institutions, this amount will be adjusted to due competition for the purposes of this section.
This provision does not apply to the effects and securities acquired in the representation of capital, reserves and amortization accounts whose proceeds are at the disposal of the Bank.
The terms and conditions for the application of the provisions of this Article shall be determined by agreements to be concluded between the State and the Bank. These conventions are published in the Belgian Monitor.
Art. 30. The Bank's surplus-values on the occasion of gold-based asset arbitration transactions against other external reserves are included in an unavailable special reserve account. They're immunized with all taxes. However, if certain external reserves are adjudicated against gold, the difference between the purchase price of this gold and the average purchase price of the existing gold cash is deducted from the amount of this special account.
Net income of assets forming counterparty to surplus-values referred to in paragraph 1^er, is attributed to the State.
External reserves acquired as a result of operations referred to in paragraph 1^er, shall be covered by the guarantee of the State, provided for in Article 9, paragraph 2, of this Law.
The modalities for the application of the provisions set out in the preceding paragraphs are regulated by agreements to be concluded between the State and the Bank. These conventions are published in the Belgian Monitor.
Art. 31. The reserve fund is intended to:
1° to repair losses on social capital;
2° to be replaced with annual profits up to a dividend of six percent of the capital.
Upon the expiry of the Bank's right to issue, a fifth of the reserve fund is acquired by priority to the State. The remaining four fifths are distributed among all shareholders.
Art. 32. Annual profits are distributed as follows:
1° To shareholders, a first dividend of 6%.
2° Of the surplus:
(a) 10 per cent on the reserve;
(b) 8 per cent for staff or institutions in their favour.
3° Surplus is attributed to:
(a) To the state, a fifth;
(b) To shareholders, an amount to award a second dividend set by the Regency Council;
(c) The balance on the reserve.
Art. 33. The Bank publishes each week in the Belgian Monitor, a comparative statement of the situation of the Bank for the current week and the previous week.
Art. 34. The Bank and its business seats comply with the legal provisions on the use of languages in administrative matters.
Art. 35. Apart from being called to testify in criminal proceedings, members of the Bank ' s organs and staff are subject to professional secrecy and cannot disclose:
1° to any person or authority that is unqualified to become aware of it, confidential information that must be communicated to the Bank under legal or regulatory provisions, or similar information received from foreign authorities;
2° to any person or authority, the confidential information that is communicated to the Bank by the European Monetary Institute, the ECB, other central banks or monetary institutions, other public authorities responsible for the monitoring of payment systems, as well as by Belgian or foreign authorities competent for the supervision of credit institutions, investment companies, securities collective investment organizations, insurance companies and financial markets.
Members of the Bank's organs and members of its staff are exempt from the obligation under section 29 of the Code of Criminal Investigation if the information received by the Bank comes from authorities or institutions that are themselves not subject to or exempted from this obligation.
Paragraph 1^er does not prejudice the communication of such information:
1° to the European Monetary Institute, the ECB, other central banks or monetary institutions where this communication is necessary for their mission of monetary authority, including monitoring of payment systems;
2° to the competent authorities for the supervision of credit institutions, investment companies, securities collective investment organizations and insurance companies where such information is necessary in the context of their monitoring mission;
3° to the competent authorities for the supervision of financial markets where such information is necessary to judge the application of sanctions to the market stakeholders concerned;
4° to other public authorities responsible for monitoring payment systems, provided that the recipients of the information are subject to an equivalent professional secret.
Offences under this section shall be punished by the penalties provided for in Article 458 of the Criminal Code.
The provisions of Book I of the Criminal Code, without exception of Chapter VII and Article 85, are applicable to offences under this section.
Art. 36. The Conseil de régence amends the statutes to align them with this Act and the international obligations binding Belgium.
The other statutory amendments are adopted, on the proposal of the Conseil de régence, by three quarters of the votes attached to all shares present or represented at the general meeting of shareholders.
The amendments to the statutes are subject to the King's approval.
CHAPTER VI. - Transitional and abrogatory provisions Entry into force
Art. 37. Without prejudice to the provisions provided for in Article 15, the net proceeds of the issuance of currencies by the Bank for numismatic or commemorative purposes shall be paid to the State, up to the unused balance of 2.75 per cent of the weight of gold in the assets of the Bank in 1^er January 1987, which could be used by the State in particular for the issue of currencies, under article 20bis, paragraph 2 of the Act of 24 August 1939 on the National Bank of Belgium.
Art. 38. 1. The King shall, after consultation with the National Bank of Belgium, decide on the entry into force of the provisions of this Act and the repeal of the provisions referred to in the following paragraphs.
2. Sections 30 and 30bis of the Act of 24 August 1939 on the National Bank of Belgium, amended by the Acts of 16 June 1947, 28 July 1948, 19 June 1959, 11 April 1975, 23 December 1988, 2 January 1991, 17 June 1991, 22 March 1993 and 18 June 1996, and Royal Decree No. 422 of 24 October 1967.
Articles 2, 22 and 23, paragraph 1^er come into force on the same date.
3. Sections 22 to 28 of the above-mentioned Act of 24 August 1939 are repealed by the time the single currency is introduced in Belgium.
The provisions of the corresponding sections of Chapter IV of this Act come into force as these sections are repealed.
Section 14 of this Act comes into force at the latest when the single currency is introduced in Belgium.
4. Are repealed when the single currency is introduced in Belgium:
(1) the provisions of the Act of 24 August 1939 referred to above, other than those referred to in paragraphs 2 and 3, with the exception of sections 7 to 9;
2° Decree-Law No. 5 of 1^er May 1944 concerning the conditions for the purchase and sale of gold and foreign currency, as amended by the laws of 28 July 1948, 12 April 1957 and 2 June 1969;
3° Articles 1^er to 3 of the Act of 28 December 1973 on budget proposals 1973-1974, amended by the Acts of 20 July 1974, 22 December 1977, 30 June 1975, 5 January 1976, 8 August 1980, 22 August 1980, 10 February 1981, 11 April 1983, 4 August 1986, 23 December 1988, 17 June 1991, 6 August 1993, 29 March 1994 and 5 April 1994 and by Royal Decree No. 534 of 31 March 1987;
4° Articles 1^er2 and 3 of the Act of 23 December 1988 on monetary status, the National Bank of Belgium, monetary policy and the Monetary Fund.
The provisions of this Act, other than those referred to in paragraphs 2 and 3, come into force on the same date.
5. Cancelled on the occasion of the withdrawal of the legal course of tickets in Belgian franc:
1° Articles 7 to 9 of the Act of 24 August 1939 referred to above;
2° Article 5, paragraph 1^er Act of 23 December 1988 referred to above.
6. The words "National Bank of Belgium" are deleted in Article 1^er, littera (a) of the Act of 10 June 1937 on the coordination of the activity, organization and powers of certain institutions of public interest, upon the implementation of section 27 of this Act.
7. By derogation from point 1, articles 15 and 37 come into force on the day of the publication of this Act to the Belgian Monitor.
Brussels, 10 July 1997.
ALBERT
By the King:
Deputy Prime Minister and Minister of Finance,
Ph. MAYSTADT
Seal of the state seal:
Minister of Justice,
S. DE CLERCK

(1) Parliamentary references:
House of Representatives:
Session 1996-1997.
Parliamentary documents. - Bill No. 1061/1. - Amendments No. 1061/2. - Report No. 1061/3 - Text adopted by Commission No. 1061/4. - Amendments No. 1061/5 to 8. - Supplementary report No. 1061/9. - Articles modified by Commission No. 1061/10. Amendments No. 1061/11. - Text in plenary and transmitted to the Senate No. 1061/12.
Annales parliamentarians. - Discussion and adoption: plenary meeting of 10 July 1997.
Senat:
Session 1996-1997.
Parliamentary documents. - Project transmitted by the House of Representatives No. 1-707/1.
Session 1997-1998.
Parliamentary documents. - Amendments No. 1-707/2. - Report of the Commision (Evocation procedure) No. 1-707/3. - Text adopted by Commission No. 1-707/4. - Amendments n^bones 1-707/5 and 6. - Opinion of the Council of State No. 1-707/7. - Decision not to amend No. 1-707/8.
Annales parliamentarians. - General discussion: 29 February 1998. - Overall vote: 12 February 1998.