Lei n.º 5/98, de 31 de Janeiro — Lei Orgânica do Banco de Portugal (Organic Law of the Bank of Portugal) — PT-LAW — PT

English translation of the Portuguese text from bportugal.pt (the Portuguese text is the official one). Retrieved 2026-10-26.

Lei n. o 5/98 1998/01/31 ..……………………………………………………………………………………………………………………………………………………………………………………………..… ....................................................................................................................................................................................................

Published in the DR, 1st Series, No. 26, of 31-01-1998.

It does not exempt consultation of the original document.

Mod. 99999923/T – 01/14 Subject: Legal Statute The Assembly of the Republic decrees, under the terms of Article 161(c) and Article 166(3) of the Constitution, the following:

Article 1. 1 - From the date of publication of this diploma, Articles 1, 3, 16, 43, 44, 47, 51, 57, 58, 64, 66, 67, 69, 71 and 72 of the Organic Law of Banco de Portugal, approved by Decree-Law No. 337/90, of 30 October, as amended by Decree-Law No. 231/95, of 12 September, and by Law No. 3/96, of 5 February, shall have the following wording:

"Article 1. Banco de Portugal, hereinafter abbreviated as the Bank, is a legal person governed by public law, endowed with administrative and financial autonomy and its own assets.

Article 3. Banco de Portugal, as the central bank of the Portuguese Republic, has as its main task maintaining price stability, taking into account the Government's overall economic policy.

Article 16. 1 - External assets consist of:

a) Gold in bars or coins;

b) Official ecus, under the terms of the agreement concluded with the European Monetary Cooperation Fund;

c) Special drawing rights of the International Monetary Fund;

d) Claims payable on demand or within a period not exceeding one year and represented by balances of open accounts with banks domiciled abroad and with foreign or international institutions with monetary and exchange tasks;

e) Cheques and payment orders, issued by entities of recognized credit, on banks domiciled abroad;

f) Bills of exchange and promissory notes payable on demand or within a period not exceeding 180 days, respectively accepted or subscribed by banks domiciled abroad;

g) Claims resulting from the Bank's intervention in international clearing and payment systems;

h) Debt securities issued or guaranteed by foreign States, supranational institutions or other entities of recognized credit;

i) Securities representing the participation, carried out under the terms of Article 34, in the capital of foreign or international institutions with monetary and exchange tasks.

Law No. 5/98 1998/01/31 ..................................................................................................................................................................................................

Mod. 99999923/T – 01/14 2 -The amounts indicated in paragraphs d), e), f) and g) of the previous number must be payable in a currency of assured external convertibility, special drawing rights or another international unit of account.

3 - Liabilities to the outside are constituted by:

a) Deposits payable on demand or at term, represented by balances of accounts opened by banks or financial institutions domiciled abroad and by foreign or international institutions with monetary and exchange responsibilities;

b) Loans obtained from banks domiciled abroad and from foreign or international financial institutions;

c) Debits resulting from the Bank's intervention in international clearing and payment systems.

4 - The Bank may include in its external assets and external liabilities other types of assets and liabilities considered appropriate, namely those resulting from Portugal's participation in the International Monetary Fund and in the European Monetary System.

5 - The amounts referred to in paragraphs 1 and 3 are accounted for in accordance with the rules defined by the board of directors, taking into account the criteria and principles followed by similar institutions and international bodies with monetary and financial responsibilities.

Article 43. 1 - The governor has a casting vote at the meetings he chairs.

2 - Decisions of the board of directors or of executive committees that, in the governor's reasoned opinion, may affect his decision-making autonomy as a member of the decision-making bodies of the European Central Bank or the Bank's compliance with its obligations as an integral part of the European System of Central Banks require the governor's favourable vote.

Article 44. 1 - The board of directors is composed of the governor, who chairs it, one or two deputy governors and three to five directors.

2 - The members of the board of directors serve for renewable terms of five years.

3 - The end of the five-year term is considered to be the date of approval of the accounts for the last financial year begun during that term.

4 - The governor and the other members of the board of directors may only be relieved of their duties if any of the circumstances provided for in paragraph 2 of Article 14 of the Statute of the European System of Central Banks and of the European Central Bank occurs.

5 - Against the decision relieving him of his duties, the governor has the right of appeal provided for in paragraph 2 of

Article 14 of the Statute of the European System of Central Banks and of the European Central Bank.

Article 47. 1 - The board of directors meets:

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a) Ordinarily, at least once a week, unless otherwise decided upon a proposal by the governor and accepted unanimously by the members in office;

b) Extraordinarily, whenever convened by the governor.

2 - For the board to validly deliberate, the presence of an absolute majority of the members in office is indispensable.

3 - For the purposes of the provisions of the preceding paragraphs, members of the board prevented for reasons of service outside the head office or for reasons of illness are not considered to be in office.

4 - The deliberations of the board are taken by majority vote of the members present, and abstentions are not permitted.

Article 51. The members of the board of directors:

a) Are entitled to the remuneration established annually by a remuneration committee composed of the Minister of Finance or a representative thereof, who shall preside, the chairman of the audit board and a former governor, designated for that purpose by the advisory board;

b) Enjoy the social benefits granted to the Bank's workers, namely, and in view of the specific conditions of their functions, retirement or superannuation and survivors' benefits, under the terms set by the remuneration committee;

c) Shall be entitled to supplementary retirement benefits, under the terms to be set by the remuneration committee.

Article 57. 1 - The advisory board is composed of the governor of the Bank, who shall preside, and the following members:

a) The deputy governors;

b) The former governors;

c) Four personalities of recognized competence in economic-financial and business matters;

d) The chairman of the Portuguese Banking Association;

e) The chairman of the Institute for the Management of Public Credit;

f) One representative of each of the Autonomous Regions of the Azores and Madeira, to be designated by their respective self-government bodies;

g) The chairman of the audit board of the Bank.

2 - The members mentioned in subparagraph c) are designated by the Council of Ministers, on a proposal from the Minister of Finance, for renewable three-year periods.

3 - The members of the advisory board who are not members of other bodies of the Bank may be remunerated, on a proposal from the governor, approved by the Minister of Finance.

Mod. 99999923/T – 01/14 4 - Whenever it considers it convenient, the chairman of the advisory board may invite certain entities or sectors of activity to be represented at the respective meetings, as well as suggest to the Government the presence of elements of public entities or services with competence in the matters to be considered, in any case without the right to vote.

Article 58. The advisory board shall be responsible for giving its opinion, non-bindingly, on:

a) The annual report on the Bank's activity, before its presentation;

b) The Bank's performance arising from the functions assigned to it;

c) The matters submitted to it by the governor or by the board of directors.

Article 64. 1 - By 31 March and with reference to the last day of the previous year, the Bank sends to the Minister of Finance, for approval, the report, balance sheet and annual management accounts, after being discussed and examined by the board of directors and with the opinion of the audit board.

2 - In the absence of an order from the Minister of Finance, the report, balance sheet and accounts are considered approved 30 days after the date of their receipt.

3 - The publication of the report, balance sheet and accounts is made in the Diário da República within 30 days after their approval.

4 - Following the presentation of the report, balance sheet and annual management accounts, the governor shall inform the Assembly of the Republic, through the Standing Committee on Economy, Finance and Planning, about the situation and orientations relating to monetary and exchange policy.

5 - The Bank is not subject to the financial regime of the autonomous services and funds of the Public Administration.

6 - The Bank is not subject to the prior review of the Court of Auditors nor to subsequent review with regard to matters relating to its participation in the performance of the tasks assigned to the European System of Central Banks.

7 - The provisions of the preceding paragraph apply to the funds that operate alongside the Bank or in whose administration it participates.

Article 66. 1 - The Bank's workers are subject to the rules of the legal regime of the individual employment contract.

2 - The Bank may enter into collective labour regulation instruments, under the terms of general law, and for this purpose the members of the board of directors or the holders of a written mandate expressly containing powers to contract are considered its legitimate representatives.

3 - The Bank's workers enjoy the social security regime and other social benefits arising from the collective labour regulation instruments of the banking sector.

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Article 67. 1 - The board of directors, taking into account the specific nature of the functions assigned to the Bank, shall define the personnel policy, after hearing the institutional bodies representing the workers.

2 - The board shall be responsible for organizing the appropriate instruments for the correct execution and dissemination of the personnel policy, defined under the terms of the preceding paragraph.

Article 69. 1 - The Bank binds itself by the signature of the governor or of two other members of the board of directors and of whoever is legitimized under the terms of no. 2 of Article 39, nos. 1 and 2 of Article 42 or no. 2 of Article 45. 2 - The Bank's notices are signed by the governor and published in Part B of the 1st series of the Diário da República.

Article 71 1 - Except when representing the Bank or its employees, members of the board of directors and other employees are prohibited from being part of the corporate bodies of another credit institution, financial company or any other entity subject to the supervision of the Bank or from exercising any functions therein.

2 - Without prejudice to other incompatibilities or impediments provided by law, members of the board of directors may not exercise any remunerated functions outside the Bank, except for teaching functions in higher education, or be members of the corporate bodies of any company, unless they do so representing the Bank's interests and duly authorized by the board of directors.

Article 72 The Bank is governed by the provisions of this organic law and the regulations that may be adopted in its implementation, as well as by the applicable rules of the legislation regulating the activity of credit institutions and, subsidiarily, by the rules of private law." 2 - From the date referred to in the previous paragraph, Articles 71-A and 71-B are added to the same Organic Law of Banco de Portugal, with the following wording:

"Article 71-A Without prejudice to the provisions of Article 50, the judicial courts have jurisdiction to try all disputes in which the Bank is a party, including actions to enforce civil liability for acts of its bodies, as well as to assess the civil liability of the holders of those bodies towards the Bank.

Article 71-B 1 - The Bank's chart of accounts is approved by the Minister of Finance, on a proposal from the board of directors, after hearing the audit board.

2 - Decree-Law No. 23/93 of 27 January remains in force until the date of the approval referred to in the previous paragraph."

Mod. 99999923/T – 01/14 3 - Banco de Portugal shall continue the legal personality of Banco de Portugal, E. P., established by Decree-Law No. 452/74 of 13 September, maintaining all rights and obligations, legal or contractual, that form part of its legal sphere.

4 - This diploma shall be sufficient title for the proof of the provisions of the previous paragraph for all legal purposes, including registration, and the competent offices must carry out, exempt from any fees or charges and upon simple communication from the Governor of Banco de Portugal, the acts necessary to regularize the situation.

Article 2 From the day on which Portugal adopts the euro as its currency, the Organic Law of Banco de Portugal shall have the wording set out in the annex to this diploma, which is an integral part thereof, and the Organic Law approved by Decree-Law No. 337/90 of 30 October, with the amendments introduced by Decree-Law No. 231/95 of 12 September, by Law No. 3/96 of 5 February, and by paragraphs 1 and 2 of Article 1 and, if it enters into force, by Article 3 of this diploma, is simultaneously repealed.

Article 3 If Portugal does not adopt the euro as its currency on the day on which the third stage of the realization of Economic and Monetary Union begins, from that day Articles 3, 19, 39 and 65 of the Organic Law of Banco de Portugal, approved by Decree-Law No. 337/90 of 30 October, with the amendments introduced by Decree-Law No. 231/95 of 12 September, by Law No. 3/96 of 5 February, and by paragraphs 1 and 2 of Article 1 of this diploma, shall have the following wording:

"Article 3 1 - The Bank, as the central bank of the Portuguese Republic, is an integral part of the European System of Central Banks.

2 - The Bank pursues the objectives and participates in the performance of the tasks assigned to the European System of Central Banks, under the terms set out in the Treaty Establishing the European Community and in the Statute of the European System of Central Banks and of the European Central Bank.

Article 19 1 - The Bank is responsible for collecting and compiling monetary, financial, foreign exchange and balance of payments statistics, particularly in the context of its collaboration with the European Central Bank.

2 - The Bank may require any entity, public or private, to provide it directly with the information necessary to comply with the provisions of the previous paragraph or for reasons related to its tasks.

Article 39 1 - The Governor is responsible for:

a) Exercising the functions of a member of the General Council of the European Central Bank, under the terms set out in the Treaty Establishing the European Community and in the Statute of the European System of Central Banks and of the European Central Bank;

b) Representing the Bank;

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c) Acting on behalf of the Bank with foreign or international institutions;

d) Supervising the coordination and dynamization of the activity of the board of directors and convening its meetings;

e) Chairing any meetings of committees emanating from the board of directors;

f) Initialing the general books, which may be done by stamp;

g) Exercising the other competences legally assigned to it.

2 - The Governor, by minute of the board of directors, may, under the terms of paragraph 2 of Article 45, delegate to the deputy governors or directors part of his competence, as well as designate from among them who may replace him in the exercise of the functions referred to in subparagraph a) of the previous paragraph.

Article 65. The Bank shall publish weekly in the Diário da República a summarized synopsis of its assets and liabilities, with the designation of the items representing reserves and other issuance cover, notes in circulation and other demand liabilities.» Approved on 27 November 1997.

The President of the Assembly of the Republic, António de Almeida Santos.

Promulgated on 9 January 1998.

Let it be published.

The President of the Republic, JORGE SAMPAIO.

Referenced on 19 January 1998.

The Prime Minister, António Manuel de Oliveira Guterres.

Mod. 99999923/T – 01/14 ANNEX REFERRED TO IN ARTICLE 2. Organic Law of Banco de Portugal

CHAPTER I Nature, headquarters and attributions

Article 1. Banco de Portugal, hereinafter abbreviated as the Bank, is a legal person under public law, endowed with administrative and financial autonomy and its own patrimony.

Article 2. The Bank has its headquarters in Lisbon, and may have branches, agencies, delegations or offices in other locations, as well as delegations abroad.

Article 3. 1 - The Bank, as the central bank of the Portuguese Republic, is an integral part of the European System of Central Banks, hereinafter abbreviated as ESCB.

2 - The Bank pursues the objectives and participates in the performance of the attributions assigned to the ESCB and is subject to the provisions of the Statute of the European System of Central Banks and of the European Central Bank, hereinafter referred to as the ESCB/ECB Statute, acting in accordance with the guidelines and instructions that the European Central Bank, hereinafter abbreviated as ECB, addresses to it under the same Statute.

CHAPTER II Capital, reserves and provisions

Article 4. 1 - The Bank has a capital of an amount equivalent, in euros, to 200000000$00, which may be increased, namely by incorporation of reserves decided by the board of directors.

2 - The decision to increase capital must be authorized by the Minister of Finance.

Article 5. 1 - The Bank has a reserve without maximum limit, constituted by transfer of 10% of the result of each financial year, determined in accordance with Article 53. 2 - In addition to the reserve referred to in the previous paragraph, the board of directors may create other reserves and provisions, namely to cover risks of depreciation or losses to which certain types of securities or operations are particularly subject.

CHAPTER III Monetary issuance

Article 6. 1 - Under the terms of Article 105-A, paragraph 1, of the Treaty Establishing the European Community, the Bank issues notes with legal tender and liberatory power.

2 - The Bank puts into circulation metallic coins, including commemorative ones.

Mod. 99999923/T – 01/14 3 - Metallic coins are put into circulation through and under requisition of the Bank.

Article 7. 1 - The Bank shall seize all notes presented to it that are suspected of counterfeiting or falsification or alteration of face value, drawing up a report containing the identification of the notes and the bearer, as well as the grounds for suspicion.

2 - The report referred to in the previous paragraph shall be sent to the Judicial Police, for the purpose of the respective procedure.

3 - The Bank may directly resort to any authority, or agent thereof, for the purposes provided in this article.

Article 8. Judicial proceedings for the reform of notes expressed in escudos are not admitted.

Article 9. 1 - The imitation or reproduction of notes expressed in escudos, in whole or in part and by any technical process, as well as the distribution of such reproductions or imitations, is prohibited.

2 - The mere making of plates, matrices or other technical means that allow the reproduction or imitation contemplated in the previous paragraph is also prohibited.

Article 10. 1 - Infractions to the provisions of paragraphs 1 and 2 of the previous article, when they do not constitute crimes of counterfeiting, falsification or alteration of the face value of currency, constitute an administrative offense punishable with a fine of 20000$00 to 500000$00 or of 50000$00 to 6000000$00, depending on whether the agent is a natural person or a legal person.

2 - Attempt and negligence are always punishable.

3 - The Bank is competent to process the administrative offenses provided in this article, as well as to apply the corresponding sanctions, with the proceeds of the fines reverting entirely to the State.

4 - The general regime of administrative offenses is subsidiarily applicable.

Article 11. As an ancillary sanction of the administrative offenses provided in the previous article, or independently of the application of a fine, under the terms of the regime referred to in paragraph 4 of the same article, the Bank may seize and destroy the reproductions, imitations, plates, matrices and other technical means mentioned in Article 9.

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CHAPTER IV Central bank functions

SECTION I General provisions

Article 12. It is especially incumbent upon the Bank, without prejudice to the constraints arising from its participation in the ESCB:

a) To manage the external availabilities of the Country or others assigned to it;

b) To act as intermediary in the international monetary relations of the State

c) To ensure the stability of the national financial system, ensuring, for that purpose, namely the function of lender of last resort;

d) To advise the Government in the economic and financial domains, within the scope of its attributions.

Article 13. 1 - The Bank shall be responsible for collecting and compiling monetary, financial, foreign exchange and balance of payments statistics, particularly within the scope of its collaboration with the ECB.

2 - The Bank may require any public or private entity to provide it directly with the information necessary to comply with the provisions of the preceding paragraph or for reasons related to its duties.

Article 14. The Bank shall be responsible for regulating, supervising and promoting the proper functioning of payment systems, particularly within the scope of its participation in the ESCB.

SECTION II Monetary and exchange rate policy

Article 15. Within the scope of its participation in the ESCB, the Bank shall be responsible for guiding and supervising the money and foreign exchange markets.

Article 16. 1 - In order to guide and supervise the money and foreign exchange markets, the Bank shall, in accordance with the rules adopted by the ECB:

a) Adopt general measures or intervene, whenever necessary, to ensure the objectives of monetary and exchange rate policy, in particular with regard to the behaviour of interest and exchange rates;

b) Receive the cash reserves of the institutions subject thereto and collaborate in the implementation of other operational methods of monetary control that the ECB decides to use;

c) Establish the conditions to which the foreign assets and liabilities that may be held or assumed by institutions authorised to engage in foreign exchange trading must be subject.

Mod. 99999923/T – 01/14 2 - Without prejudice to the penalties provided for by law, the Bank may adopt the measures necessary to prevent or cease actions contrary to what is determined under the preceding paragraph and also to correct the effects produced by such actions.

SECTION III Exercise of supervision

Article 17. The Bank shall be responsible for exercising supervision over credit institutions, financial companies and other entities legally subject to it, namely by establishing directives for their activity and to ensure credit risk centralisation services, in accordance with the legislation governing financial supervision.

SECTION IV Relations between the State and the Bank

Article 18. 1 - The Bank shall be prohibited from granting overdrafts or any other form of credit to the State and services or bodies dependent thereon, to other public law legal persons and to public undertakings or any entities over which the State, the Autonomous Regions or local authorities may exercise, directly or indirectly, a dominant influence.

2 - The Bank shall likewise be prohibited from guaranteeing any obligations of the State or of other entities referred to in the preceding paragraph, as well as from directly purchasing debt securities issued by the State or by the same entities.

Article 19. The provisions of the preceding article shall not apply:

a) To any credit institutions and financial companies, even if publicly owned, which shall benefit from treatment identical to that of such institutions and companies in general;

b) To the financing of obligations contracted by the State with the International Monetary Fund;

c) To the holding, by the Bank, of coin issued by the State and credited to the State, to the extent that its amount does not exceed 10% of the coin in circulation.

SECTION V International monetary relations

Article 20. Banco de Portugal is the exchange authority of the Portuguese Republic.

Article 21. As exchange authority, the Bank shall, in particular, be responsible for:

a) Authorising and supervising external payments which, under the Treaty Establishing the European Community, require such authorisation;

b) Defining the governing principles for operations involving gold and foreign exchange.

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Article 22. 1 - The Bank may enter into, in its own name or in the name of the State and on behalf and for the account of the latter, with similar public or private institutions domiciled abroad, clearing and payment agreements or any contracts serving the same purposes.

2 - With a view to managing foreign assets, the Bank may rediscount securities in its portfolio, give assets as collateral and carry out other appropriate operations abroad.

Article 23. With the agreement of the ECB, the Bank may participate in the capital of international monetary institutions and be part of their governing bodies.

SECTION VI Operations of the Bank

Article 24. 1 - In order to achieve the objectives and perform the tasks of the ESCB, the Bank may carry out the operations justified in its capacity as a central bank and, in particular, the following:

a) Rediscount and discount bills of exchange, promissory notes, invoice extracts, warrants and other credit instruments of a similar nature;

b) Buy and sell public debt securities on the secondary market, without prejudice to the provisions of paragraph 2 of Article 18;

c) Grant loans or open current account credit to credit institutions and financial companies, in the forms it considers advisable and with these operations duly secured;

d) Accept demand deposits from the State;

e) Accept demand or time deposits from credit institutions, financial companies and other financial institutions;

f) Accept deposits of securities from the State, belonging to the institutions referred to in the preceding subparagraph;

g) Carry out all operations involving gold and foreign exchange;

h) Issue securities or carry out repurchase operations of securities, with the aim of intervening in the money market;

i) Carry out other banking operations that are not expressly prohibited by this organic law.

2 - The Bank may, in the forms it considers advisable, pay interest on demand or term deposits, namely in the following cases:

a) Operations provided for in paragraphs d) and e) of the previous number;

b) Mandatory deposit of cash reserves of credit institutions, financial companies and other institutions subject to its supervision;

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c) Operations with foreign or international institutions, within the scope of international monetary, financial and exchange cooperation;

d) Reciprocity provided for in agreements or bilateral contracts entered into by the State or by the Bank;

e) Express stipulation in multilateral clearing and payment agreements.

Article 25. The Bank is, namely, prohibited from:

a) Rediscounting, in the Country, credit instruments from its commercial portfolio, representing operations carried out under the terms of paragraph a) of no. 1 of Article 24;

b) Granting overdraft credit or with guarantees provided on terms that contradict the provisions of this organic law;

c) Promoting the creation of credit institutions, financial companies or any other companies, as well as participating in their capital, except when provided for in this organic law or in a special law or for the purpose of repayment of credits, but never as a partner with unlimited liability;

d) Owning real estate beyond that necessary for the performance of its duties or for the pursuit of purposes of a social nature, except as a result of assignment of assets, dation in payment, auction or other legal means of fulfilling obligations or intended to ensure such fulfillment, and in these cases it must proceed with their disposal as soon as possible.

CHAPTER V Bank Bodies

SECTION I General provisions

Article 26. The bodies of the Bank are the governor, the board of directors, the audit board and the advisory board.

Article 27. The governor and the other members of the board of directors are appointed by the Council of Ministers, on a proposal from the Minister of Finance.

SECTION II Governor

Article 28. 1 - The governor is responsible for:

a) Exercising the functions of member of the board and of the general council of the ECB, under the terms set out in the Treaty Establishing the European Community and in the Statutes of the ESCB/ECB;

b) Representing the Bank;

c) Acting on behalf of the Bank with foreign or international institutions;

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d) Supervising the coordination and dynamization of the activity of the board of directors and convening its meetings;

e) Chairing any meetings of committees emanating from the board of directors;

f) Initialing the general books, which may be done by stamp;

g) Exercising the other powers legally assigned to it.

2 - The governor, in the minutes of the board of directors, may, under the terms of no. 2 of Article 34, delegate to the deputy governors or to directors part of its competence, as well as designate from among them who may replace it in the exercise of the functions referred to in paragraph a) of the previous number.

Article 29. The deputy governors are generally responsible for assisting the governor and, in particular, for exercising the functions delegated to them by the governor, without prejudice to the other powers legally assigned to them.

Article 30. 1 - If serious interests of the Country or of the Bank are at risk and it is not possible to convene the board of directors, for an overriding reason of urgency, due to lack of quorum or for any other justified reason, the governor has its own competence to perform all acts necessary for the pursuit of the purposes assigned to the Bank and which fall within the competence of that board.

2 - Before third parties, including notaries, registrars and other public office holders, the signature of the governor, invoking the provisions of the previous number, constitutes a presumption of the impossibility of convening the board of directors.

Article 31. 1 - The governor shall be replaced, in its absences or impediments, in the following manner and order:

a) By the most senior deputy governor or, in equal circumstances, by the oldest;

b) By the most senior director or, in equal circumstances, by the oldest.

2 - The replacement rule established in the previous number applies to cases of vacancy of the office.

3 - Before third parties, including notaries, registrars and other public office holders, the signature of a deputy governor or director, invoking the provisions of the previous numbers, constitutes a presumption of the presumed absence, impediment or vacancy.

Article 32. 1 - The governor has a casting vote at the meetings it chairs.

2 - The deliberations of the board of directors or executive committees that, in the reasoned opinion of the governor, may affect its decision-making autonomy as a member of the board and of the general council of the ECB or the fulfillment of the Bank's obligations as an integral part of the ESCB require the favorable vote of the governor.

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SECTION III Board of directors

Article 33. 1 - The board of directors is composed of the governor, who chairs it, one or two deputy governors and three to five directors.

2 - The members of the board of directors exercise their functions for renewable periods of five years.

3 - The end of the five-year period is considered to be the date of approval of the accounts of the last financial year begun during that period.

4 - The governor and the other members of the board of directors may only be dismissed from their functions if any of the circumstances provided for in paragraph 2 of Article 14 of the ESCB/ECB Statute occurs.

5 - Against the decision dismissing him, the governor has the right of appeal provided for in paragraph 2 of

Article 14 of the ESCB/ECB Statute.

Article 34 1 - The board of directors is responsible for carrying out all acts necessary for the pursuit of the purposes entrusted to the Bank and which are not covered by the exclusive competence of other bodies.

2 - The board of directors may delegate, by minutes, powers to one or more of its members or to employees of the Bank and authorise the subdelegation of those powers, establishing, in each case, the respective limits and conditions.

Article 35 1 - The board of directors, on a proposal from the governor, assigns to its members portfolios corresponding to one or more departments of the Bank.

2 - The assignment of a portfolio involves delegation of powers, with limits and under conditions set out in the act of assignment.

3 - The distribution of portfolios does not exempt the duty, incumbent on all members of the board of directors, to monitor and keep informed of the generality of the Bank's affairs and to propose measures relating to any of them.

Article 36 1 - The board of directors meets:

a) Ordinarily, at least once a week, unless otherwise decided on a proposal from the governor and accepted unanimously by the members in office;

b) Extraordinarily, whenever convened by the governor.

2 - For the board to validly deliberate, the presence of an absolute majority of the members in office is indispensable.

Mod. 99999923/T – 01/14 4 - The deliberations of the board are taken by majority of votes of the members present, abstentions not being permitted.

Article 37 1 - The board of directors may create the executive committees, permanent or occasional, considered necessary for the decentralisation and good conduct of the services.

2 - The board of directors may delegate to the executive committees part of the powers conferred on it.

Article 38 1 - In the minutes of the board of directors and of the executive committees, all matters dealt with at the respective meetings are mentioned, summarily but clearly.

2 - The minutes are signed by all members of the board of directors or of the executive committees who participated in the meeting and subscribed by whoever acted as secretary.

3 - The participants in the meeting may dictate for the minutes the summary of their interventions, and are also allowed to vote "defeated" on the deliberations with which they disagree.

Article 39 Judicial review lies against the administrative acts of the governor, deputy governors, board of directors, executive committees, directors or employees of the Bank, in the exercise of delegated powers, under the general terms of law.

Article 40 The members of the board of directors:

b) Enjoy the social benefits granted to the Bank's employees, namely, and in view of the specific conditions of their functions, retirement or superannuation and survivors' benefits, under the terms set by the remuneration committee;

c) Shall be entitled to supplementary retirement benefits, under the terms to be set by the remuneration committee.

SECTION IV Audit board

Article 41 1 - The audit board is composed of four members, three appointed by the Minister of Finance and one by the Bank's employees.

2 - Of the members appointed by the Minister of Finance, one shall be the chairman, with a casting vote, another shall be a statutory auditor and the third shall be a person of recognised competence in economic matters.

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Article 42 1 - The members of the audit board exercise their functions for renewable periods of three years.

2 - The functions of member of the audit board may be combined with other professional functions that are not shown to be incompatible.

Article 43 1 - The audit board is responsible for:

a) Monitoring the operation of the Bank and compliance with the laws and regulations applicable to it;

b) Examining the periodic situations presented by the board of directors during its management;

c) Issuing an opinion on the budget, the balance sheet and the annual management accounts;

d) Examining the bookkeeping, the strongrooms and the safes of the Bank, whenever it deems convenient, subject to the inherent security rules;

e) Drawing the attention of the governor or of the board of directors to any matter that it considers should be pondered and pronouncing on any matter submitted to it by those bodies.

2 - The audit board may be supported by departments or technicians of the Bank of its choice.

Article 44. 1 - The audit board shall meet ordinarily once a month and extraordinarily whenever convened by its chairman.

2 - For the audit board to validly deliberate, the presence of an absolute majority of the members in office is indispensable.

3 - The deliberations of the audit board shall be taken by a majority of votes of the members present, and abstentions shall not be permitted.

4 - The regime of Article 38 shall apply to the minutes of the audit board. 5 - The members of the audit board are entitled to a monthly remuneration, fixed by the Minister of Finance.

Article 45. The members of the audit board may participate, without the right to vote, in the meetings of the board of directors, and the presence of one of them, on a rotation basis, is mandatory at ordinary meetings.

Article 46. Without prejudice to the competence of the audit board, the Bank's accounts shall also be audited by external auditors, under the terms set out in paragraph 1 of Article 27 of the ESCB/ECB Statute.

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SECTION V Advisory board

Article 47. 1 - The advisory board shall be composed of the Governor of the Bank, who shall preside, and the following members:

a) The Deputy Governors;

b) The former Governors;

c) Four individuals of recognized competence in economic-financial and business matters;

d) The Chairman of the Portuguese Banking Association;

e) The Chairman of the Institute for the Management of Public Credit;

f) One representative of each of the Autonomous Regions of the Azores and Madeira, to be appointed by their respective self-government bodies;

g) The Chairman of the Bank's audit board.

2 - The members mentioned in subparagraph c) shall be appointed by the Council of Ministers, on a proposal from the Minister of Finance, for renewable three-year periods.

3 - The members of the advisory board who are not members of other bodies of the Bank may be remunerated, on a proposal from the Governor, approved by the Minister of Finance.

4 - Whenever it considers it convenient, the Chairman of the advisory board may invite certain entities or sectors of activity to be represented at the respective meetings, as well as suggest to the Government the presence of elements from public entities or services with competence in the matters to be considered, in any case without the right to vote.

Article 48. The advisory board shall be responsible for giving its opinion, non-bindingly, on:

a) The annual report on the Bank's activity, before its presentation;

b) The Bank's performance arising from the functions assigned to it;

c) The matters submitted to it by the Governor or by the board of directors.

Article 49. The advisory board shall meet ordinarily once every six months and extraordinarily whenever convened by the Governor.

CHAPTER VI Organization of services

Article 50. The board of directors shall decide on the organizational structure and mode of operation of the services and shall draw up the necessary internal regulations.

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Article 51. It shall be incumbent upon the branches, subsidiaries, delegations and agencies, under the direction, supervision and superintendence of the board of directors, to perform, in their respective areas, the functions assigned to them.

CHAPTER VII Budget and accounts

Article 52. 1 - An operating budget shall be prepared annually.

2 - The budget for each year shall be communicated to the Minister of Finance by 30 November of the previous year.

Article 53. 1 - The result for the financial year shall be determined by deducting from the total income and other profits attributable to the financial year the amounts corresponding to the costs indicated below:

a) Annual operational and administrative costs;

b) Annual allocations for the establishment or reinforcement of provisions intended to cover doubtful debts and risks of depreciation of other assets or the occurrence of other eventualities deemed necessary to provide for, under the terms defined by the board of directors;

c) Any special allocations to the Pension Fund;

d) Extraordinary losses and costs.

2 - The result for the financial year, determined under the terms of the preceding paragraph, shall be distributed as follows:

a) 10% to the legal reserve;

b) 10% to other reserves as the board of directors may decide;

c) The remainder to the State, as dividends, or to other reserves, subject to approval by the Minister of Finance, on a proposal from the board of directors.

Article 54. 1 - By 31 March, and with reference to the last day of the previous year, the Bank shall send to the Minister of Finance, for approval, the report, balance sheet and annual management accounts, after being discussed and reviewed by the board of directors and with the opinion of the audit board.

2 - In the absence of a decision by the Minister of Finance, the report, balance sheet and accounts shall be deemed approved 30 days after the date of their receipt.

3 - The publication of the report, balance sheet and accounts shall be made in the Diário da República within 30 days after their approval.

4 - Following the presentation of the report, balance sheet and annual management accounts, the Governor shall inform the Assembly of the Republic, through the Standing Committee on Economy, Finance and Planning, on the situation and guidelines relating to monetary and exchange rate policy.

Mod. 99999923/T – 01/14 5 - The Bank is not subject to the financial regime of the autonomous services and funds of the Public Administration.

6 - The Bank is not subject to prior review by the Court of Auditors nor to subsequent review with regard to matters relating to its participation in the performance of the tasks assigned to the ESCB.

7 - The provisions of the preceding paragraph apply to the funds operating within the Bank or in whose management it participates.

Article 55. The Bank publishes weekly in the Diário da República a summarized synopsis of its assets and liabilities.

CHAPTER VIII Workers

Article 56. 1 - The Bank's workers are subject to the rules of the legal regime of the individual employment contract.

3 - The Bank's workers enjoy the social security regime and the other social benefits arising from the collective labour regulation instruments of the banking sector.

Article 57. 1 - The board of directors, taking into account the specific nature of the functions assigned to the Bank, shall define the personnel policy, after hearing the institutional bodies representing the workers.

2 - The board shall be responsible for organizing the instruments suitable for the correct implementation and dissemination of the personnel policy defined under the terms of the preceding paragraph.

Article 58. 1 - Within the scope of the Bank's social actions, there is a social fund with an allocation of funds that the board of directors resolves to assign to it, in order to ensure the fulfilment of its purposes.

2 - The social fund is governed by regulations approved by the board of directors and is managed by a committee appointed by the same board, with powers delegated for that purpose, and which shall include representatives of the Bank's workers' committee.

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CHAPTER IX General and transitional provisions

Article 59. 1 - The Bank binds itself by the signature of the governor or of two other members of the board of directors and of whoever is legitimized under the terms of paragraph 2 of Article 28, paragraphs 1 and 2 of Article 31 or paragraph 2 of Article 34. 2 - The Bank's notices are signed by the governor and published in Part B of the 1st series of the Diário da República.

Article 60. The members of the board of directors, the audit board, the advisory board and, likewise, all the Bank's workers are subject, under the terms of the law, to the duty of secrecy.

Article 61. 1 - Except when representing the Bank or its workers, the members of the board of directors and the other workers are prohibited from being part of the corporate bodies of another credit institution, financial company or any other entity subject to the Bank's supervision or from exercising any functions therein.

2 - Without prejudice to other incompatibilities or impediments provided for by law, the members of the board of directors may not exercise any remunerated functions outside the Bank, except the exercise of teaching functions in higher education, or be members of the corporate bodies of any company, unless they do so representing the Bank's interests and duly authorized by the board of directors.

Article 62. Without prejudice to the provisions of Article 39, the judicial courts have jurisdiction to try all disputes in which the Bank is a party, including actions to enforce civil liability for acts of its bodies, as well as the assessment of the civil liability of the holders of those bodies towards the Bank.

Article 63. 1 - The Bank's chart of accounts is approved by the Minister of Finance, on a proposal from the board of directors, after hearing the audit board.

2 - Decree-Law No. 27/93, of 27 January, remains in force until the date of the approval referred to in the preceding paragraph.

Article 64. The Bank is governed by the provisions of this organic law and of the regulations that may be adapted in its execution, as well as by the applicable rules of the legislation regulating the activity of credit institutions and, subsidiarily, by the rules of private law.

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Article 65. Articles 6 to 9 of the Organic Law of Banco de Portugal, as worded by Decree-Law No. 337/90, of 30 October, remain in force until a date to be set in a special diploma, without prejudice to the ECB's exclusive competence to authorize issuance.

Lineage: No known changes