Corporate Governance

The Supervisory Board of JSCMB «Ipoteka-Bank» is carried out by the general management of the Bank's activities, with the exception of issues related to the competence of the General Meeting of Shareholders.

The Supervisory Board of JSCMB «Ipoteka-Bank» operates, in accordance with the Regulations on the Supervisory Board, approved by the General Meeting of Shareholders of the Bank.

Date of drawing up the minutes on making changes to the composition of the Supervisory Board: 10.11.2023

Was approved by the minutes of the Annual General Meeting of Shareholders № 2 dated June 18, 2025

Audit Committee

The Committee was established in accordance with the Charter of the Bank by decision of the general meeting of shareholders and is an advisory body that ensures the effective performance of the Supervisory Board of its functions of overseeing the processes of accounting and financial reporting, audit of financial statements and activities of the Bank, as well as the effective operation of the internal control system of the Bank.

The main goals of the Committee:
Supporting the Supervisory Board to carry out its responsibilities in internal control, including internal and external audit and oversight of the financial reporting system and monitoring of the effectiveness of the bank’s internal control system and risk management framework, as well as the internal audit function activity.

Members of the Committee shall be elected from among the members of the Supervisory Board of the Bank and approved by decision of the Supervisory Board of the Bank

Committee composition:
1. Zoltán Szalai – Chair
2. Zoárd Gázmár – member
3. Rustam Makhkamov – member
4. Yelena Ladyguina – member
5. Tatiana Dogan - member
* Gabriella Solti (ELLIG) – permanent invitee.

Risk Oversight Committee

The main goals of the Committee:
Ensuring external control over the Bank’s compliance with ethical standards and anti-bribery and anti-corruption requirements, ensuring a forum for legal remedy in the event of debated first instance decisions adopted in ethical procedures, improving the Bank’s reputation on the side of clients and building confidence in the Bank among its own employees by demonstrating that the Bank takes notifications seriously, investigates and remedies the anomalies and infringements arising from attitude in conflict with the Code of Ethics and/or anti-corruption principles of the Bank and compliance with the Bank’s ESG ambitions.

Members of the Committee shall be elected from among the members of the Supervisory Board of the Bank and approved by decision of the Supervisory Board of the Bank.

Committee composition:
1. Zoárd Gázmár – Chair
2. Zoltán Szalai – member
3. Marko Voljc – member.

Risks, Related Party and Major Transactions Committee

The Committee was established in accordance with the Charter of JSCMB «Ipoteka-Bank» and the Regulations on the Supervisory Board of JSCMB «Ipoteka-Bank» and is an advisory body that ensures the effective performance of the Supervisory Board of its functions of overseeing the risk management system, review and approval of transactions with related parties and big deals.

The main goals of the Committee:
Assistance to the Supervisory Board in the risk management area supervising the development and implementation of a sound risk management framework at the level of the Bank and its subsidiaries and ensuring external control over the Bank’s compliance with established risk standards and related requirements.

Members of the Committee shall be elected from among the members of the Supervisory Board of the Bank and approved by decision of the Supervisory Board of the Bank.

Committee composition:
1. Yelena Ladyguina – Chair
2. Péter Bese – member
3. Marko Voljc – member

Remuneration Committee

The Committee was established in accordance with the Charter of JSCMB «Ipoteka-Bank» and is a collegial advisory body created to assist the members of the Supervisory Board in considering issues related to the formation of an effective and transparent system of motivation and remuneration practice for members of the Supervisory Board, the Management Board and key employees of the Bank and Bank employees.

The main goals of the Committee:
To assist the Supervisory Board in setting sound remuneration policies, providing expertise opinions to the SB on remuneration of the Management Board members, key staff and staff performing control functions, overseeing the entire remuneration process (from setting the key performance indicators to performance assessment), handling the application of malus and claw back arrangements.

Members of the Committee shall be elected from among the members of the Supervisory Board of the Bank and approved by decision of the Supervisory Board of the Bank.

Committee composition:
1. László Wolf - Chair
2. Péter Bese – member
3. Maxim Chernushchenko – member

Nomination Committee

The Committee was established in accordance with the Charter of JSCMB «Ipoteka-Bank» is an advisory body on corporate governance and personnel policy, including the nomination of candidates to the Supervisory Board and the Management Board of the Bank.

The main goals of the Committee:
To provide support to and assist the Supervisory Board in carrying out its responsibilities, namely advising the Supervisory Board and preparing the decisions to be taken by the Supervisory Board in the area of selection and assessment of suitability of the members of the Management Board and key function holders and advising on Recruitment and Selection Policy of the Bank.

Members of the Committee shall be elected from among the members of the Supervisory Board of the Bank and approved by decision of the Supervisory Board of the Bank.

Committee composition:
1. Péter Bese - Chair
2. Zoárd Gázmár – member
3. Maxim Chernushchenko – member.

Committee on Strategy, Investments and Privatization

The Committee was established in accordance with the Bank's Charter by the decision of the Supervisory Board and is an advisory body ensuring the effective performance of the Supervisory Board of its functions to consider and agree on issues of strategy and privatization.

The main objectives of the Committee's establishment are a preliminary comprehensive study of the issues concerning the Bank's strategic development and privatization considered by the Supervisory Board, making recommendations for the Supervisory Board to make informed decisions aimed at improving the Bank's performance in the long term, monitoring the implementation of the Bank's strategic development plans by the Bank's Management Board.

The committee was elected from among the members of the Bank's Supervisory Board and approved by the decision of the Bank's Supervisory Board.

Credit Committee

The Credit Committee is a permanent collegial body of the bank, responsible for making the final decision on the approval or refusal to issue a loan to the borrower and approving the loan conditions for him. The Committee reports to the Management Board of the Bank.

The committee also determines the credit policy of the bank as a whole:

• makes decisions on the placement of credit resources;
• considers schemes for restructuring problem loans;
• determines all kinds of bank risks associated with various types of lending and operations;
• sets limits on specific market and credit instruments;
• develops a methodology for analyzing the creditworthiness of clients;
• approves regulatory documents on the procedure for performing transactions containing credit and other risks, etc.

Committee composition: Committee members:

Assets and Liabilities Management Committee

The Asset and Liability Management Committee is the committee responsible for making business decisions (on issues within its competence) and preparing proposals to the Bank's Management Board on issues requiring its resolution. The Committee reports to the Management Board of the Bank.

The committee performs the following main functions:

• development of proposals for the Management Board of the Bank and business decisions related to the management of the Bank's balance sheet and its financial results...

Committee composition: Committee members:

Risk Management Committee

The Risk Management Committee assists the Bank's Supervisory Board in determining the priority areas of the bank's activities in the area of banking risks and assistance in creating conditions for proper risk management. The Committee reports to the Management Board of the Bank.

The Risk Management Committee performs the following functions:

• assessment of the effectiveness of the current risk management system...

Committee composition:

Technological committee

The Technology Committee was created to implement strategic goals in the field of information technology, information security and IT risk management, as well as to maintain the bank's technological leadership. The Committee reports to the Management Board of the Bank.

The main functions of the Technology Committee:

• approval of information technology policies;
• consideration of information security and IT risk management policies;

Committee composition: Committee members:

Products Committee

The main task of the Committee is to ensure qualitative and efficient management of the Bank's Product Catalog.

The main functions of the Product Committee:

• organization of market analysis and development of proposals for new products/services;

Committee composition: Committee members:

The external auditor of JSCMB "Ipoteka-Bank" for the 2024 financial year is the audit company "Ernst and Young" in accordance with the decision of the annual general meeting of the bank's shareholders following the results of 2025.

Corporate governance is an organizational component necessary for determining and controlling the achievement of the bank's strategic objectives, as well as a set of relations between the bank's management and other stakeholders, including the division of powers and responsibilities of the management and the ability to make managerial decisions. (p.1.1 of the Regulation on Corporate Governance in Commercial Banks, registered with the Ministry of Justice of RUz No. 3254 dated 30.06.2020)

Corporate Secretariat.

Corporate Secretariat is a structural subdivision of the Bank subordinated to the Supervisory Board. General management of the Secretariat is performed by the Head of the Corporate Secretariat.

The Head of the Corporate Secretariat is an officer of the Bank and head of the Bank's structural unit - Corporate Secretariat of JSCMB Ipoteka-bank.

The objectives of the Corporate Secretariat are:

• ensuring the Bank's compliance with the requirements of the current legislation of the Republic of Uzbekistan, the Charter and internal documents of the Bank;
• assisting in the development and improvement of the Bank's corporate governance practices in the direction of their compliance with the best international practices;
• promoting effective protection of shareholders' rights and increasing the Bank's investment attractiveness;
• assisting in the formation of management practices that ensure the Bank's sustainable development.

The bank organizes the internal audit service. The internal audit service is accountable to the Supervisory Board of the Bank.

The internal audit service controls and assesses compliance of the executive body, branches and representative offices of the Bank with the Bank's Charter and other documents, ensuring full and reliable reflection of data in accounting and financial reports, compliance with the established rules and procedures for the implementation of economic operation, storage of assets, as well as the work of the executive body, branches and representative offices of the Bank by monitoring and verifying compliance with the requirements established in the Legislative Acts related to banking activities.

Information about the members of the Internal audit Service

The Corporate Governance Code was approved by the minutes of the meeting of the Commission on improving the efficiency of joint stock companies and improving the corporate governance system of December 31, 2015 No. 9 and contains recommendations that joint stock companies follow voluntarily, demonstrating their commitment to honest and transparent business.

The code is based on the legislation of the Republic of Uzbekistan and international principles of corporate governance.

The Code is a set of recommendations on key areas for the effective organization of the work of management bodies of AO.

Additional Information