KEYCORP /NEW/
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Overview
Like all financial services companies, we engage in business activities and assume the related risks. The most significant risks we face are credit, compliance, operational, liquidity, market, reputation, strategic, model and technology risks, as depicted in the following chart. We manage such risks across the entire enterprise to maintain safety and soundness and maximize profitability. Certain of these risks are defined and discussed in greater detail in the remainder of this section.
Federal banking regulators continue to emphasize with financial institutions the importance of relating capital management strategy to the level of risk at each institution. We believe our internal risk management processes help us achieve and maintain capital levels that are commensurate with our business activities and risks, and conform to regulatory expectations. The table below depicts our risk management hierarchy and associated responsibilities and activities of each group.
| Group | Overview and Responsibilities | Activities |
|---|---|---|
| Board of Directors | •Oversight capacity•Oversees that Key’s risks are managed in a manner that is effective and balanced•Fiduciary duty to Key’s shareholders | •Understands Key's risk philosophy•Approves the risk appetite•Inquires about risk practices•Reviews the portfolio of risks•Compares the actual risks to the risk appetite•Is apprised of significant risks, both actual and emerging, and determines whether management is responding appropriately•Challenges management and promotes accountability |
| Board of Directors Risk Committee(a) | •Assists the Board in oversight of strategies, policies, procedures, and practices relating to the assessment and management of enterprise-wide risk, including credit, market, liquidity, model, operational, compliance, reputation, strategic, and technology risks•Assists the Board in overseeing risks related to capital adequacy, capital planning, and capital actions | •Reviews and provides oversight of management’s activities related to the enterprise-wide risk management framework, which includes an annual review of the ERM Policy, including the Risk Appetite Statement, and management and ERM reports•Approves any material changes to Executive Level (Level II) Risk Governance Committee charters and significant policies relating to risk management, including corporate risk metrics for major risk categories |
| Board of Directors Compensation & Organization Committee(a) | •Assists the Board in oversight of compensation policies and practices to support Key’s efforts to attract, retain, develop, motivate, and reward a high performing and collaborative workforce to achieve its business objectives | •Oversees compensation for Key’s Board-Reported Executives, talent management and organizational development, including succession planning, leadership development and strategic hiring objectives |
| Board of Directors Nominating & Corporate Governance Committee(a) | •Assists the Board with oversight of corporate governance matters and Key’s policies and practices on significant issues of corporate responsibility | •Oversees the evaluation of the Board, the directors, and the Lead Director•Provides guidance on Board-related matters, including director candidates, director compensation, director independence, the Board committee structure, and succession planning matters•Reviews the Corporate Governance Guidelines•Provides oversight with respect to community investment strategy and activities of bank subsidiaries of KeyCorp |
| Board of Directors Technology Committee (a) | •Assists the Board with oversight of major technology investments and technology risks | •Support’s Key’s strategic objectives in areas such as cybersecurity, fraud, and data, project management, technology strategy, technology innovation, and emerging technology trends•In consultation with the Risk Committee, oversees technology-related risks including (but not limited to) cybersecurity, business resiliency, and other technology-related risks as necessary and appropriate |
| Board of Directors Audit Committee(a) | •Assists the Board in oversight of financial statement integrity, regulatory and legal requirements, independent auditors’ qualifications and independence, and the performance of the internal audit function and independent auditors•Assists the Board in oversight of financial reporting, legal matters, and fraud risk | •Meets with management and approves significant policies relating to the risk areas overseen by the Audit Committee•Receives reports on enterprise risk•Convenes to discuss the content of our financial disclosures and quarterly earnings releases |
| Executive Level (Level II) Risk Governance Committees | •Includes ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee. Level II Risk Governance Committees report to the Risk Committee of the Board (except for the Compensation & Benefits Oversight Committee, which reports to the Compensation & Organization Committee of the Board, and the Disclosure Committee, which reports to the Audit Committee of the Board) and are generally responsible for the activities listed herein | •Escalation of risk issues regarding unresolved differences and accepted risks, particularly issues that have the potential to increase aggregated risk beyond Key’s risk appetite, to the appropriate Level I Governance Committee, typically the Risk or Audit Committees of the Board•Identifying early warning events or trends, top and emerging risks and discussing forward looking assessments•Approving certain risk metrics•Monitoring certain metric limits, as well as associated risk levels to the Board approved risk appetite•Providing governance, direction, oversight and high-level management of their associated risk and the risk assessment process which is used in capital adequacy stress testing; •Monitoring stress testing results related to their associated risks (if required per committee charter) and escalating emerging risks as appropriate•Providing assurance, advice and support to the Risk Committee on their associated risk |
| Management Level (Level III) Risk Governance Committees | •Includes attendees from each of the Three Lines of Defense: First Line (line of business), Second Line (risk management), and Third Line (internal audit function) | •Supports the ERM Committee, Asset Liability Committee, Capital Committee, Credit Risk Committee, Compliance Risk Committee, and Operational Risk Committee by identifying early warning events and trends, escalating emerging risks, and discussing forward-looking assessments |
| Disclosure Committee | •Includes representatives from each of the Three Lines of Defense•Responsible for overseeing the accuracy and completeness of the Company’s disclosures in SEC filings and other public communications | •Considers and discusses recent internal and external events to determine whether all appropriate disclosures have been made in reports filed with the SEC |
| Internal Audit | •Provides the KeyCorp Board and management with independent, risk-based, and objective assurance, advice, insight, and foresight | •Conducts objective examinations of evidence for the purpose of providing independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of business processes, risk management activities, internal controls, and governance processes for KeyCorp |
(a) Certain Board Committees, including the Audit and Risk Committees, meet jointly, as appropriate, to discuss matters that relate to each committee’s responsibilities. Committee chairpersons routinely meet with management during interim months to plan agendas for upcoming meetings and to discuss emerging trends and events that have transpired since the preceding meeting. All members of the Board receive formal reports designed to keep them abreast of significant developments during the interim months.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.