Supervisory Board and other committees

Supervisory Board (SB)

The Bank follows the principles of a dual governance structure, under which the supervision of the Company's executive management, business operations and lawful conduct, as well as the performance of the duties assigned to it by the Credit Institutions Act (Hpt.), is carried out by the Supervisory Board elected by the General Meeting.

In line with statutory requirements, the composition of the Supervisory Board reflects the principle of a majority of independent members: four of its six members qualify as independent, representing 67% of the Board's membership. The rules governing the nomination and recall of the employee representative are determined by the Works Council operating at the Company; this member is not considered independent by the Company.

The Supervisory Board is responsible for overseeing the Company's operation, executive management and business activities, as well as directing the internal audit function. Its powers include, among others, the prior approval of decisions concerning the appointment and termination of employment of the head of Internal Audit, the head of the Compliance Directorate, the compliance officers, and the managers responsible for risk control functions.

Within the framework established by the General Meeting, the Supervisory Board approves and regularly reviews the fundamental principles of the Bank's remuneration policy. Its work is supported by the Audit Committee, the Remuneration Committee, the Nomination Committee, and the Risk-Taking and Risk Management Committee.

  • Tolnay Tibor

    Tibor Tolnay

    independent member
    Chairman of the SB

    Tolnay Tibor

    Tibor Tolnay

    independent member
    Chairman of the SB

    He graduated from Budapest University of Technology as a qualified civil engineering in 1978, and in 1983 he obtained a degree in economic engineering. In 1993 he finished his studies as specialized economist at Budapest University of Economics.

    From 1989 to 1994, he was the director of State Construction Company No. 21. From 1994 to 2015 he was the Chairman & CEO of the already privatized Magyar Építő Joint Stock Company.

    He has been the managing director of Érték Ltd. since 1994.
    From 2018 to 2021 he was the President of the National Association of Entrepreneurs and Employers, since 2021 co-President.

    Since 1992 he has been a member of OTP Bank's Supervisory Board, and Chairman of the Supervisory Board since 1999. He was a member and Deputy Chairman of OTP Bank’s Audit Committee between 2007 and 2011 and has been again since 2014. He has been the Chairman of OTP Bank’s Nomination Committee since 2020.

  • dr. Horváth József Gábor

    Dr. József Gábor Horváth

    independent member
    Deputy Chairman of the SB
    Retired Lawyer

    dr. Horváth József Gábor

    Dr. József Gábor Horváth

    independent member
    Deputy Chairman of the SB
    Retired Lawyer

    He earned a degree in law from Eötvös Loránd University in Budapest in 1980.

    From 1983 he worked for the Hungarian State Development Bank. He has been a lawyer since 1986, and from 1990 to 2023 he run his own law firm, which was specialised in corporate finance and corporate governance.

    He has been a member of the Supervisory Board of OTP Bank since 1995 and was a member of MOL Plc.’s Board of Directors between 1999 and 2014.
    He has been Deputy Chairman of OTP Bank's Supervisory Board since 2007.
    He was Chairman of OTP Bank's Audit Committee between 2007 and 2011 and has been again since 2014.
    He has been a member of OTP Bank’s Nomination Committee since 2020. He was a member of the Board of Directors of INA Industrija Nafte d.d. from 2014 to 2018.

  • Dr. Gudra Tamás

    Dr. Tamás Gudra

    independent member
    BSc Business Administration, Lawyer

    Dr. Gudra Tamás

    Dr. Tamás Gudra

    independent member
    BSc Business Administration, Lawyer

    He graduated as business administrator in 1993 from the College of Commerce and Catering. He is a Hungarian chartered auditor since 1997. He also obtained a university degree in 2010 as a lawyer at the Faculty of Law of Janus Pannonius University in Pécs.

    He worked as an auditor from 1993 to 2001 at Deloitte & Touche. Between 2001 and 2003 he was an accounting expert of subsidiaries at the Accounting and Tax Directorate of the Hungarian Oil and Gas Public Limited Company (MOL Rt). Then he was managing director at the Auditor, Financial and Accounting Directorate of the National Privatization and Asset Manager Plc. (ÁPV Zrt.) between 2003 and 2007 and became the director of Controlling Directorate at the Hungarian National Asset Manager Plc. (MNV Zrt.) from 2008 to 2010.
    Following these assignments, he worked as the CFO of the Hungarian Football Federation from 2011 until June of 2020. Between 2020 and 2024 he was the group-level CFO of Bonafarm Zrt. He has been the strategic advisor of OTP Pension Fund since May 2024.

    He was a member of the Supervisory Board of OTP Lakástakarék Zrt. between 2012 and 2021 and he is Chairman of the Hungarian Paralympic Committee’s Supervisory Board since 2016. Since 2021 he has been property inspector of Hungarian University of Agriculture and Life Sciences. Since 2022, he has been the asset controller of the Unity Asset Management Foundation.

    He has been a member of the Supervisory Board and Audit Committee of OTP Bank since 16 April 2021.

  • Catherine Paule Granger-Ponchon

    Catherine Paule Granger-Ponchon

    independent member
    Groupama Assurances Mutuelles

    Catherine Paule Granger-Ponchon


    Catherine Paule Granger-Ponchon

    independent member
    Groupama Assurances Mutuelles

    She completed her studies at the Paris Institute of Political Studies and HEC (École des hautes études commerciales de Paris), where she specialized in finance.

    Between 2000 and 2010, she worked at Citigroup's European investment banking division, where, as director of the financial institutions group, she participated in the acquisition and sale of several French banks and insurance companies. Subsequently, as head of M&A at Groupama SA, she led the group's divestment program, which included the sale of several subsidiaries.

    From 2012 to 2017, she was head of corporate finance and M&A at Groupama SA, where she dealt with the group's external and internal financing, as well as the monitoring of strategic investments.

    Between 2017 and 2024, she was the financial and risk director of Gan Assurances, Groupama's French subsidiary, where she also performed the actuarial function, and from 2021 to 2024, she was deputy CEO responsible for finance, risk management, and strategy.

    Since July 2024, she has been working at Groupama Assurances Mutuelle as deputy CEO, responsible for international subsidiaries.

  • Bella Klára

    Klára Bella

    employee delegate
    Director
    Large Corporate Department

    Bella Klára

    Klára Bella

    employee delegate
    Director
    Large Corporate Department

    She graduated from the College of Finance and Accountancy and later obtained a degree from the Budapest University of Economic Sciences.

    From 1992 to 1994 she worked as a clerk at the Fertőszentmiklós branch of OTP Bank.
    From 1994 to 1995 she was a lending consultant at Polgári Bank.
    From 1995 to 1996 she worked as a risk manager at the Central Branch of OTP Bank.
    From 1996 to 1997 she was authorizer in the Credit Approval and Risk Management Division.
    From 1997 to 2010 she was Deputy Managing Director at the Central Branch.
    From 2010 to 2016 she was Director at the Central Branch.
    Between 2017 and 2020, she was Director of the Corporate Directorate.
    Since 1 July 2020, she has been the Director of the Large Corporate Department of the Specialised Finance Directorate.

    She has been a member of OTP Bank’s Supervisory Board, and representative of the Bank’s employees since 12 April 2019.

  • Michnai András

    András Michnai

    employee delegate
    President of OTP Bank’s Employees’ Trade Union

    Michnai András

    András Michnai

    employee delegate
    President of OTP Bank’s Employees’ Trade Union

    He graduated in 1981 from the College of Finance and Accounting with a degree in business administration.

    He has been an employee of the Bank since 1974, and until 1981 held a variety of posts in the branch network. Following this he held a management position in the central network coordination department before returning to work in the branch network. From 1994, as deputy managing director, he participated in the central coordination of the branch network. Between 2005 and 2014 he was the managing director of the Bank’s Compliance Department.
    He further expanded his professional skills, obtaining a Master’s degree at the Budapest Business School, and is a registered tax advisor.

    He has been a member of OTP Bank’s Supervisory Board, and representative of the Bank’s employees since 2008. He has been President of OTP Bank’s Employees’ Trade Union since December 2011.


Audit Committee

The Audit Committee is a body elected by the General Meeting from among the independent members of the Bank's Supervisory Board. It assists the Supervisory Board in overseeing the financial reporting system, selecting the statutory auditor and cooperating with the statutory auditor.

Within the scope of its responsibilities, it monitors the internal control, risk management, financial reporting and sustainability reporting systems, as well as the activities of the statutory auditor, including assurance engagements relating to the sustainability report and the consolidated sustainability report.

In addition to reviewing the statutory auditor's audit activities, the Audit Committee reviews and monitors the independence of the statutory auditor across the entire OTP Bank Group, including the independence of the auditor appointed to provide assurance on the sustainability report, with particular regard to the provision of permissible non-audit services.

The Audit Committee also performs the audit committee functions of several domestic subsidiary banks.

Members:

  • Dr. József Gábor Horváth, Chairman of the Audit Committee
  • Tibor Tolnay, Vice Chairman of the Audit Committee
  • Catherine Paule Granger-Ponchon
  • Dr. Tamás Gudra


Remuneration Committee

The Remuneration Committee is a standing committee established by the Board of Directors. It prepares proposals for the governing bodies regarding the development and monitoring of remuneration principles and systems, as well as specific remuneration-related decisions.

Members:

  • Dr. József Vörös, Chairman of the Remuneration Committee
  • Gabriella Balogh
  • György Nagy


Risk-Taking and Risk Management Committee

The Risk-Taking and Risk Management Committee is a standing committee established by the Board of Directors. It performs a decision-support function by reviewing the Bank's risk-taking strategy and risk appetite, and supports the oversight of the implementation of the risk-taking strategy.

Members:

  • Tamás György Erdei, Chairman of the Risk-Taking and Risk Management Committee
  • Dr. Márton Gellért Vági
  • Dr. József Vörös


Nomination Committee

The Nomination Committee is a standing committee established by the Board of Directors. It develops the principles for the selection of members of the Bank's governing bodies and nominates candidates accordingly. It also makes recommendations regarding the principles and framework for assessing compliance with the requirements prescribed for members of the governing bodies of the Bank and the Banking Group, as well as for senior executives and employees holding key positions.

Members:

  • Tibor Tolnay, Chairman of the Nomination Committee
  • Dr. Tamás Gudra
  • Dr. József Gábor Horváth


Ethics Committee

As a specialised committee, the Bank operates an Ethics Committee established by the Board of Directors and composed of delegated members. The Committee is chaired by Gabriella Balogh, an external member of the Board of Directors.


For further information please view the following pages

Corporate Governance

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Documentation related to Corporate Governance

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