Corporate Governance - Ipoteka Bank
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.
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.
Members of the Supervisory Board of JSCMB “Ipoteka-bank” OTP Group
Laszlo Wolf
Chairman of the Supervisory Board
Deputy CEO, OTP Bank plc. (Hungary)
Brief information
Laszlo Wolf has been the Chairman of the Supervisory Board of Ipoteka Bank OTP Group since May 2023. He is the Chairman of the Remuneration Committee of Ipoteka Bank.
After graduation from the Karl Marx University of Economic Sciences (now: Corvinus University) in 1983, Laszlo Wolf started his banking carrier at the Hungarian National Bank in different positions. In 1991 he was managing director and the head of treasury in BNP-KH-Dresdner Bank in Budapest.
He joined OTP Bank as a managing director of treasury more than 30 years ago (1993). Since 1994 he has held his present position as head of Commercial Banking Division.
Laszlo Wolf supervises the corporate business of OTP Bank Plc, including global markets and private banking; large corporations; project finance and M&A.
Under his supervision, OTP Bank started its international expansion in 2001 by entering the Slovakian market, followed by successful acquisitions in Bulgaria, Croatia, Montenegro, Russia, Serbia, Romania, Ukraine, Albania, Moldova, Slovenia, and Uzbekistan.
Laszlo Wolf is the member of the Board of Directors at OTP Bank, Chairman of the Supervisory Board of Ipoteka Bank, Uzbekistan, member of the Supervisory Board of DSK Bank, Bulgaria, and Vice President of the Confederation of Hungarian Employers.
Zoard Laszlo Gazmar
Member of the Supervisory Board
Managing Director, Compliance Director OTP Bank plc. (Hungary)
Brief information
Zoárd Gázmár has been the Member of Supervisory Board of Ipoteka Bank OTP Group since May 2023. He is the Chairman of the Ethics and Anti-corruption Committee and member of the Audit Committee and the Nomination Committee of Ipoteka Bank.
Zoárd Gázmár has been the Chief Compliance Officer of OTP Bank since 2019, responsible for compliance related activities at Group level, including: compliance governance, capital market compliance, data protection, consumer protection, integrity and ethics, sanctions and embargoes compliance, AML/CFT matters.
Prior to this he was a consultant for the World Bank, to strengthen the supervisory capacity of the Afghan National Bank.
From 2013 to 2017 he served as Deputy CEO of Takarékbank, responsible for group management and central (APEX) functions.
Zoárd Gázmár was Managing Director, later Vice President of the Hungarian Supervisory Authority (HFSA) from 2010 to 2013, with the responsibility of supervision of the financial sector. From 2005 to 2010 he was Head of Compliance of MKB Bank. He started his career at HFSA.
Peter Janos Bese
Member of the Supervisory Board
Head of International Retail Services OTP Bank plc. (Hungary)
Brief information
Peter Bese has been the Member of the Supervisory Board of Ipoteka Bank OTP Group since May 2023. He is the Chairman of the Nomination Committee and member of the Risk Oversight Committee and Remuneration Committee of the of Ipoteka Bank.
Peter Bese has been senior banking and payments executive with over 15 years of leadership experience across retail banking, payments, and financial services in Central and Eastern Europe.
He is currently Managing Director at OTP Bank Plc. and Chief Executive Officer of SimplePay Ltd. He has held multiple senior leadership roles within OTP Bank Group since 2009, including Head of International Retail, overseeing retail and microbusiness banking across more than ten countries.
Rustam Khusniddinovich Makhkamov
Member of the Supervisory Board
Head of Legal Department, Ministry of Economy and Finance of the
Republic of Uzbekistan
Brief information
Rustam Makhkamov has been the Member of the Supervisory Board of Ipoteka Bank OTP Group since September 2020. He is member of the Audit Committee of Ipoteka Bank.
Rustam Makhkamov has been a senior legal professional with more than 20 years of experience in public administration, financial regulation, and legal support of government institutions in the Republic of Uzbekistan. He currently serves as Head of Court and Pre-trial Proceedings and Contractual and Legal Issues of Legal Department at the Ministry of Economy and Finance of the Republic of Uzbekistan.
After graduating from the Ukrainian Law Academy and Tashkent State University of Economics, he has built an extensive career at the Ministry of Justice and the Ministry of Finance. He was Deputy Director of the Legal Department of the Ministry of Finance.
Earlier in his career, he served as Head of the Legal Department of the Central Securities Depository and held senior legal advisory roles within the Ministry of Justice.
Yelena Ladyguina
Independent member of the Supervisory Board
Advisory Board Member of WGRCFP (Women in Governance, Risk,
Compliance and Financial Crime Prevention)
Brief information
Yelena Ladyguina has been the Independent Member of the Supervisory Board of Ipoteka Bank OTP Group since November 2023. She is the Chairman of the Risk Oversight Committee and member of the Audit Committee of the of Ipoteka Bank.
Yelena Ladyguina is a highly experienced risk management professional with over 40 years of senior leadership in banking, insurance, reinsurance, fintech and financial services in both developed and emerging markets.
Since 2008 she has been the Board Director, Committee Chair and senior advisor to board of directors and CEO. She has knowledge in AI as a strategic and automation enabler for risk and governance functions.
Yelena Ladyguina is the Advisory Board Member of WGRCFP (Women in Governance, Risk, Compliance and Financial Crime Prevention).
She has master’s degree in mathematical trading and finance from the City University Business School (UK).
Zoltán Gyorgy Szalai
Independent member of the Supervisory Board
Self-employed Advisor (UK)
Brief information
Zoltán Szalai has been the Independent Member of the Supervisory Board of Ipoteka Bank OTP Group since April 2023. He is the Chairman of the Audit Committee and member of the Ethics and Anti-corruption Committee of Ipoteka Bank.
Zoltán Szalai is a senior financial services executive with over 35 years of professional experience in investment banking, capital markets, M&A advisory, and corporate governance in developed and emerging markets. He started his professional career in 1990 at Price Waterhouse where he qualified as a Chartered Certified
Accountant.He has got more than 15 years of board experience at financial institutions in emerging markets, including also director nomination by the EBRD.
Former Partner and Managing Director at leading investment banks (Credit Suisse First Boston, ING Barings, Troika Dialog and Renaissance Capital) with deep expertise in bank transformation, privatization, recapitalization, investor relations, and crisis management, including leadership roles during the 2008–2009 global financial crisis.
Maxim Chernushchenko
Independent member of the Supervisory Board
Founder and CEO, Fingular PTE. LTD (Singapore)
Brief information
Maxim Chernushchenko has been the Independent Member of the Supervisory Board of Ipoteka Bank OTP Group since May 2023. He is member of the Remuneration Committee and Nomination Committee of Ipoteka Bank.
Maxim Chernushchenko is a fintech entrepreneur and financial services executive with over 29 years of professional experience in consumer lending, digital banking, fintech, and credit-led financial platforms across Asia, Europe and the United States.
He started his financial career in 1998 as business manager at Capital One, one of the 10 largest US banks. Now he is the founder and Borad Director of Fingular PTE Ltd (Singapore), a digital consumer lending company. Maxim Chernushchenko is Doctor of Science from Dartmouth College (USA).
Marko Voljc
Independent member of the Supervisory Board
Senior Strategy Advisor, Andersen, Southeastern Europe
Brief information
Marko Voljc has been the Independent Member of the Supervisory Board of Ipoteka Bank OTP Group since November 2023. He is member of the Risk Oversight Committee and Ethics and Anti-corruption Committee of Ipoteka Bank.
He worked for the World Bank from 1979 to 1992 as financial economist, head of resident mission and division chief.
Marko Voljc was CEO, NLB, Slovenia and Member of the Executive Committee, KBC Group, Belgium. He has performed Supervisory Board functions at different financial institutions and business companies in Europe, Asia and Americas from 2010 to present.
He has demonstrated leadership in bank restructuring, privatization, turnaround management, and cross-border acquisitions, particularly in transition and post-transition economies.
Oybek Alisherovich Shaykhov
Candidate for Independent member of the Supervisory Board
East-West Group Holdings S.A. (Luxembourg)
Founder and Chair of Supervisory Board
Brief information
Oybek Shaykhov is a highly experienced professional with 20 years in business development, strategic communication, and general management, out of which more than 15 years in senior management.
Graduated with the MBA degree from the International School of Management (France) in 2006 and Bachelor of Arts in International Affairs and Economics from the Vrije Universiteit Brussel (VUB), Vesalius College (Belgium) in 2005.Joined ENEX Process Engineering S.A. (Belgium) as Business Development Manager in 2006 and made internal career within that oil and gas company to the level of Commercial & Business Development Director in 2009 until 2011.
In 2009 Oybek Shaykhov founded his own company East-West Group Holdings S.A. (Luxembourg) and became the Chair of the Supervisory Board. In 2025 this group consisted of 9 companies in 5 jurisdictions. It focuses on infrastructure project engineering design, serving most global companies involved in the energy, petrochemical, green energy & hydrogen projects across Central Asia & the Middle East.
Rules of Procedure for the Supervisory Board of Joint Stock Commercial Mortgage Bank "Ipoteka bank" OTP GroupWas approved by the minutes of the Annual General Meeting of Shareholders № 2 dated June 18, 2025
Was approved by the Minutes of the Extraordinary General Meeting of Shareholders No. 1 dated March 18, 2026
Was approved by the minutes of the Annual General Meeting of Shareholders № 2 dated June 03, 2026
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.
| № | 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. | Inomjonov Elyor Isroilovich | JSCMB Ipoteka-bank | Deputy Chairman of the Management Board of the bank, Head of Government relations and strategic projects block | - | 0 | - | - |
| 6. | Rakhbarov Nodirbek Alisherovich | JSCMB Ipoteka-bank | Deputy Chairman of the Management Board of the bank, Head of problem assets block | - | 0 | - | - |
| 7. | Irakli Elashvili | JSCMB Ipoteka-bank | Deputy Chairman of the Management Board of the bank, Head of Corporate Banking block | - | 0 | - | - |
| 8. | Dmitry Volchek | JSCMB Ipoteka-bank | Deputy Chairman of the Management Board of the bank, Head of IT block | - | 0 | - | - |
| 9. | Maksim Bykov | JSCMB Ipoteka-bank | Deputy Chairman of the Management Board of the bank, Head of Operations 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...
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
| № | 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 | 14.10.1977 Samarkand region | Tashkent Financial Institute, 1999 | Higher finance and credit bachelor | Head of Internal Audit Directorate |
| 2 | Atazhanov Bahadir Gapurovich | 19.02.1984 Tashkent city | Tashkent State Technical University, 2005 Tashkent Financial Institute (master's degree), 2008 |
Higher finance, public finance management, master | Head of Operational Audit Department of Internal Audit Directorate |
The Corporate Governance Policy of Ipoteka Bank sets the main corporate governance principles applied by the Bank.
Ipoteka Bank is committed to adherence to high standards of corporate governance in order to ensure transparent, ethical and sustainable operations that ensure the rights and interests of all stakeholders.
It lays out the main approaches, requirements and principles of corporate governance framework in accordance with corporate governance regulation of OTP Group, and Uzbekistan law and regulations on corporate governance and securities.
