What makes the National Bank different from other public limited liability companies?
The National Bank is a public institution which has adopted the form of a public limited liability company. It does not have as its main object the creation of value for its shareholders. It has a special legal status and special organs and operating rules which distinguish it from other public limited liability companies.
Since 1 January 1999 it has been part of the Eurosystem which has as its main task the maintenance of price stability for the benefit of the community in general. Thus, its monetary functions are nowadays performed within a European framework. it also engages in a number of other activities entrusted to it by law. In all these cases the law refers to "tasks", emphasising that the National Bank pursues aims in the public interest, and not commercial objectives.
The operation of the National Bank is governed by the Treaty establishing the European Community and the Statute of the European System of Central Banks (ESCB) and of the European Central Bank (ECB) which are attached thereto, and by its Organic Law and its own Statutes, approved by Royal Decree. It is only additionally subject to the provisions on public limited liability companies. These apply only in regard to matters not covered by the aforesaid texts, and only in so far as they are not incompatible with the latter. Thus, as regards the composition and powers of the National Bank’s organs, the National Bank’s Organic Law is radically different from the provisions governing public limited liability companies incorporated under ordinary law.
The National Bank, an atypical public limited liability company
The Governor directs the National Bank. He presides over the Board of Directors and the Council of Regency.
The Board of Directors is responsible for the administration and management of the National Bank, it draws up the budget, the annual accounts and the annual report, and has the residual powers which are vested in the executive board of a conventional public limited company.
The King appoints the governor and the other members of the Board of Directors, the latter on the proposal of the Council of Regency.
The approval of the budget, the annual accounts and the annual report, and the distribution of the profits are the responsibility of the Council of Regency. This is the body which discharges the members of the Board of Directors. The Council of Regency also has power to amend the Statutes to bring them into line with the Organic Law and with Belgium’s international obligations.
The general meeting of the National Bank represents the totality of the shareholders. It is presided over by the Governor who presents the annual directors’ report. The law does not regard the general meeting as an organ, in contrast to that of other public limited liability companies. Its powers are limited. It hears the annual report of the past year, elects the regents (from dual lists proposed by the Minister of Finance and by the organisations designated in the Organic Law) and the censors (from among candidates with particular competence as supervisors). It also appoints the auditors on the proposal of the Works Council. The general meeting has power to amend the Statutes in cases where that power is not reserved for the Council of Regency. It may also deliberate concerning the matters mentioned in the convening notices, those submitted to it by the Council of Regency or the Board of Censors and concerning proposals, signed by one or more shareholders who together own at least 3% of the company's capital, which have been brought to the attention of the Council of Regency at least twenty-two days before the meeting for inclusion in the agenda.
Except as regards the tasks and operations which are within the domain of the ESCB, the Minister of Finance has the right to supervise the operations of the National Bank and to oppose the execution of any measure which would be contrary to the law, the Statutes or the interests of the State. His representative attends, ex officio, the meetings of the Council of Regency and those of the Board of Censors.
The external auditor, appointed by the general meeting of the National Bank on the proposal of the Works Council, exercises the supervisory function prescribed by Article 27.1 of the Statute of the ESCB. He renders account to the Council of Regency, the body responsible for approving the annual accounts. He also performs specific supervision and information functions vis-à-vis the National Bank's Works Council.