Corporate Governance

The General Meeting of Shareholders of the Bank

The General Meeting of Shareholders shall be a supreme management body of the Bank.

Matters related to election of the Council and the Auditing Commission of the Bank, possibility of extension, renewal or termination of an agreement entered into with the Chairman of the Board of the Bank shall be resolved as well as the annual report of the Bank and other documents shall be considered at the Annual General Meeting of Shareholders.

Extract from the minutes of the extraordinary general meeting of shareholders of the bank dated 22.02.24

Extraord_general meeting of shareholders_Minutes_ 10.11.2023

Выписка из протокола годового общего собрания акционеров по итогам 2022 года

Extract from the minutes of the extraordinary general meeting of shareholders of the bank dated May 26, 2023

Extract from the minutes of the extraordinary general meeting of shareholders of the bank dated May 5, 2023

Выписка из протокола внеочередного общего собрания акционеров от 28.04.2023 года

Выписка из протокола внеочередного общего собрания акционеров от 27.07.2022 года

Выписка из протокола годового общего собрания акционеров от 30.06.2022 года

Выписка из протокола внеочередного общего собрания акционеров от 29.04.2022 года

Выписка из протокола внеочередного общего собрания акционеров от 20.09.2021 года

 Выписка из протокола внеочередного общего собрания акционеров от 24.03.2020 года

 Выписка из протокола внеочередного общего собрания акционеров от 11.11.2019 года

 Выписка из протокола годового общего собрания акционеров по итогам 2018 года

 Выписка из протокола внеочередного общего собрания акционеров от 07.01.2019 года

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

№	FULL NAME. or full name of the trustee	Place of work, position		Owned shares		Work in other organizations
		Place of work	job title	type	quantity	Place of work	job title
Members of the Bank's Supervisory Board
1.	Laszlo Wolf	OTP Bank Plc	Deputy General Director	-	0	-	-
2.	Peter Bese Janos	OTP Bank Plc	Head of International Retail Services	-	0	-	-
3.	Zoard Gazmar Laszlo	OTP Bank Plc	Managing Director, Compliance Director	-	0	-	-
4.	Makhkamov Rustam Khusniddinovich	Ministry of Economy and Finance of the Republic of Uzbekistan	Chief legal consultant	-	0	-	-
Independent members of the Bank's Supervisory Board
5.	Ladygina Elena Vasilevna	YVL Ltd.	Director	-	0	-	-
6.	Marco Volz	«Kylin Prime Group» AG	Transaction Advisor
7.	Tatiana Dogan	JSC “Kazakhstan Ijara Company” (Almaty)	Independent Director of the Board of Directors	-	0	-	-
8.	Zoltan Szalai György	-	-	-	0	-	-
9.	Maxim Chernushchenko	Fingular PTE. LTD	CEO	-	0	-	-

 

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.

Ethics and Anti-Corruption 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.

The leadership of the Bank's current activities is carried out by the Collegial Executive Authority - the Board of the JSCMB «Ipoteka-Bank».  The activities of the Bank's Board are headed by the Chairman of the Board.

The Board of JSCMB «Ipoteka-Bank» operates, in accordance with the Regulations on the Management 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 Executive Body: 12.07.2024

№	FULL NAME. or full name of the trustee	Place of work, position		Owned shares		Work in other organizations
		Place of work	position	type	quantity	Place of work	position
1.	Sandro Rtveladze	JSCMB Ipoteka-bank	Chairman of the Management Board of the Bank (CEO)	-	0	-	-
2.	Szentpeteri Adam Andras	JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of Strategy and Finance Block (Financial Director, CFO)	-	0	-	-
3.	Victor Vorobej	JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of the Risk Management Block (Risk Director, CRO)	-	0	-	-
4.	Dmitry Sapronov	JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of Small Business and Retail Services Block (CSO)	-	0	-	-
5.		JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of Operations Block (COO)	-	0	-	-
6.	Inomjonov Elyor Isroilovich	JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of Corporate Governance Block	-	0	-	-
7.	Rakhbarov Nodirbek Alisherovich	JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of the Block for monitoring the loan portfolio and working with problem loans	-	0	-	-
8.		JSCMB Ipoteka-bank	Deputy Chairman of the Management Board of the bank, Head of Corporate Banking and Market Instruments Block	-	0	-	-

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. At the same time, the Committee takes into account the Bank's strategy, its business plans and annual budget, the maximum acceptable level of risks determined by the Bank's Management Board;

• adequacy of the Bank's resources for the implementation of business decisions, the need to allocate resources, first of all, to priority areas of activity, ensuring the achievement of the set goals while maintaining a stable financial position of the Bank;

• development of proposals to the Management Board of the Bank on the maximum permissible risks for the Bank;

• monitoring and analysis of market risks, liquidity and funding conditions, taking into account the changing conditions of the Bank's activities, requirements of regulatory bodies, recommendations of international bodies on banking regulation and supervision, international experience and banking practice;

• monitoring the procedures for the preparation and submission of internal management reporting in the Bank, ensuring the timely provision of management information to the Management Board of the Bank on issues related to the activities of the Committee.

 

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 (analysis of the bank's internal documents regulating the risk management process, analysis of the sufficiency of management reporting on risks, analysis of the sufficiency of information support for the risk management process);
• consideration of internal documents on banking risk management, regular reports on types of risks, the state of bank limits, stress testing results;

• advises the Bank's Supervisory Board on risk appetite, control over the implementation of the risk statement and reporting on the state of risk culture.

 

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;

• prioritization of projects and directions of IT and information security development;

• approval of initiatives for large technology projects;

• prioritizing requests for software changes;

• approval of the criteria for selecting requests for software changes that require consideration by the Committee.

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:

(a) organization of market analysis and development of proposals for new products/services;

(b) organization of internal interaction between structural divisions of the bank, in terms of analysis, development and presentation of products/services;

(c) decision-making (according to the matrix of powers):

• about initiating the development of products/services;

• inclusion of new products/services in the Bank's Product Catalogue;

• modification of existing products/services;

• on exclusion of products/services from the Product Catalogue.

(d) development of processes and regulations for managing the Product Catalog, their implementation and improvement.

Committee composition:

Committee members:

The external auditor of JSCMB "Ipoteka-Bank" for the 2022 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 2023.

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 Management 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 service of domestic accountable to the Supervisory Board of the Bank.

The internal audit service controls and assesses compliance with the executive body, branches and representative offices of the Bank of 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 Bank's Legislative Acts.

Information about the members of the Internal audit Service

№	Full name of the member of the audit service	Biography of a member of the audit service			Position held
		Day month Year, Place of Birth	Name of educational institution and date of graduation	Education, specialization in education, academic degree
1	Kuliev Nazir Khakimovich	October 14, 1977 Samarkand region	Tashkent Financial Institute, 1999	Higher finance and credit bachelor	Director of the Internal Audit Department - Chief Auditor
2	Atazhanov Bahadir Gapurovich	February 19, 1984 Tashkent city	Tashkent State Technical University, 2005 Tashkent Financial Institute (master's degree), 2008	Higher finance, public finance management, master	Head of the Operational Audit Division of the Internal Audit Department
3	Akhmedov Bakhtiyor Erkinovich	01/08/1981 Tashkent city	Tashkent Financial Institute, 2001	Higher banking, bachelor	Head of the Unit for Methodology and Monitoring of Audit Results of the Internal Audit Department
4	Mirzaev Mukhiddin Khaidarovich	04/27/1981 Kashkadarya region	Tashkent Financial Institute, 2002	Higher banking, bachelor	Head of the Financial Audit Division of the Internal Audit Department
5	Musaev Orif Abdurakhmatovich	01/01/1981 Surkhandarya region	Tashkent Financial Institute, 2002	Higher banking, bachelor	Lead Auditor of the Operational Audit Division of the Internal Audit Department
6	Khakberdiev Furkat Razhabboyevich	01/23/1974 Samarkand region	Tashkent Financial Institute, 1996	Higher accounting, control and analysis of economic activity, economist	Lead Auditor of the Operational Audit Division of the Internal Audit Department
7	Kurbanaliev Akbar Zaripbaevich	01/09/1982 Republic of Karakalpakstan	Tashkent Financial Institute, 2004 Tashkent State University of Economics, 2006 (Master's degree) Banking Finance Academy of the Republic of Uzbekistan, 2017	Higher taxes and taxation, banking accounting and auditing, master	Senior Auditor of the Unit for Methodology and Monitoring of Audit Results of the Internal Audit Department
8	Dulanboev Kuvonchbek Asilbek ugli	01/11/1979 Tashkent region	Andijan Engineering and Economic Institute, 2007	Higher accounting and auditing, bachelor	Senior Auditor of the Operational Audit Division of the Internal Audit Department
9	Jamalov Bakhodir Miryusupovich	09/16/1983 Tashkent region	Tashkent State University of Economics, 2004	Higher banking, bachelor	Senior Auditor of the Operational Audit Division of the Internal Audit Department
10	Ruzmetov Elyor Kurbonboevich	16.02.1982. Khorezm region	Tashkent Financial Institute, 2003 Tashkent Financial Institute (master's degree), 2005	Higher taxes and taxation, master	Senior Auditor of the Operational Audit Division of the Internal Audit Department
11	Kholmatov Farhod Kholmatovich	08/04/1982 Tashkent city	Tashkent Institute of Architecture and Construction, 2005 Tashkent Financial Institute, 2009 Banking Finance Academy of the Republic of Uzbekistan 2018	Higher economics (construction), banking, banking accounting and auditing, master	Senior Auditor of the Operational Audit Division of the Internal Audit Department
12	Rakhimov Sirozhiddin Uralovich	03/16/1982 Kashkadarya region	Tashkent Financial Institute, 2003 Banking Finance Academy of the Republic of Uzbekistan,2015	Higher taxes and taxation, banking, master	Senior Auditor of the Operational Audit Division of the Internal Audit Department
13	Rakhmatullaev Sardor Rahmatulla ugli	May 26, 1986 Tashkent region	Tashkent Banking Accounting and Credit College, 2005 Tashkent Financial Institute, 2016	Higher banking, finance, bachelor	Senior Auditor of the Operational Audit Division of the Internal Audit Department
14	Nomirov Zokhid Norkulovich	03/19/1983 Samarkand region	Tashkent State University of Economics, 2004 Banking Finance Academy of the Republic of Uzbekistan, 2017	Higher economics, banking, master	Senior Auditor of the Operational Audit Division of the Internal Audit Department
15	Kudratov Bakhodir Ovlakulovich	24.11.1982 Tashkent city	Tashkent Financial Institute,2004 Banking Finance AcademyRepublic of Uzbekistan,2019	Higher accounting and auditing, master	Senior Auditor of the Financial Audit Department of the Internal Audit Department
16	Achilov Sunnatillo Obidovich	01/08/1986 Bukhara region	Tashkent State Technical University, 2007 Tashkent State University of Economics (master's degree), 2009 Banking Finance Academy of the Republic of Uzbekistan,2018	Higher marketing, management, banking, master	Senior Auditor of the Financial Audit Department of the Internal Audit Department
17	Nigmanova Shoira Suratovna	October 27, 1975 Tashkent city	Tashkent State University of Economics, 1997	Higher accounting, control and analysis of economic activity, economist	Auditor of the Unit for Methodology and Monitoring of Audit Results of the Internal Audit Department
18	Abdukhakimov Jamshiddin Abdukhakimovich	03/29/1985 Kashkadarya region	Tashkent Financial Institute, 2008	Higher accounting and auditing, bachelor	Auditor of the Operational Audit Unit of the Internal Audit Department
19	Berdiev Tulkinzhon Tursunovich	May 30, 1968 Kashkadarya region	Tashkent State University of Economics, 1994	Higher accounting, control and analysis of economic activities, economist	Auditor of the Operational Audit Unit of the Internal Audit Department
20	Abdurakhmonov Azamat Anvarovich	29.09.1987 Jizzakh region	National University of Uzbekistan named after Mirzo Ulugbek, 2012	Higher economics (by industry and region), bachelor	Auditor of the Operational Audit Unit of the Internal Audit Department
21	Salimov Azizbek Abdirakhmonovich	01/19/1987 Bukhara region	Tashkent Financial Institute, 2009	Higher banking, bachelor	Auditor of the Operational Audit Unit of the Internal Audit Department
22	Yodgorov Doniyor Tolib ugli	01.01.1995 Bukhara region	Tashkent Financial Institute, 2017	Higher accounting and auditing, bachelor	Auditor of the Operational Audit Unit of the Internal Audit Department
23	Solomko Olga Vasilievna	March 18, 1975 Tashkent city	Tashkent Automobile and Road Institute, 1997 Tashkent Banking College, 2002	Higher transport economics and management, banking, economist	Junior Auditor of the Department for Methodology and Monitoring of Audit Results of the Internal Audit Department

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

 Conclusion on the assessment of the Corporate governance system of the JSCMB Ipoteka-bank conducted at the end of 2022

 Conclusion on the assessment of the Corporate governance system of the JSCMB Ipoteka-bank conducted at the end of 2020

 MESSAGE FORM on the adoption of recommendations of the corporate governance rules (100 Kb)

 Corporate governance rules (483 Kb)

 Conclusion on the results of the assessment of the corporate governance system at the end of 2018 (1 031 Kb)

 Conclusion on the results of the assessment of the corporate governance system at the end of 2017 (1 217 Kb)

 Information on the work done on the implementation of the Code CU in the bank(117 кб)

 Regulation on internal control(258 кб)

 Regulations on the dividend policy(132 кб)

 Regulations on the procedure for action in a conflict of interest(158 кб)

 Information Policy Statement(119 кб)

 Explanations of the bank on the impossibility of complying with individual recommendations of the Corporate Governance Code(72 кб)

 Form of the message on acceptance of the KU code(90 кб)

 Conclusion on the assessment of corporate governance for 2016(367 кб)