KeyBank 2014 Annual Report Download - page 119

Management’s Annual Report on Internal Control over Financial Reporting
We are responsible for the preparation, content and integrity of the financial statements and other statistical data
and analyses compiled for this annual report. The financial statements and related notes have been prepared in
conformity with U.S. generally accepted accounting principles and reflect our best estimates and judgments. We
believe the financial statements and notes present fairly our financial position, results of operations and cash
flows in all material respects.
We are responsible for establishing and maintaining a system of internal control that is designed to protect our
assets and the integrity of our financial reporting. This corporate-wide system of controls includes self-
monitoring mechanisms and written policies and procedures, prescribes proper delegation of authority and
division of responsibility, and facilitates the selection and training of qualified personnel.
All employees are required to comply with our code of ethics. We conduct an annual certification process to
ensure that our employees meet this obligation. Although any system of internal control can be compromised by
human error or intentional circumvention of required procedures, we believe our system provides reasonable
assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable
financial statements.
The Board of Directors discharges its responsibility for our financial statements through its Audit Committee.
This committee, which draws its members exclusively from the non-management directors, also hires the
independent registered public accounting firm.
Management’s Assessment of Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over our financial reporting. We
have assessed the effectiveness of our internal control and procedures over financial reporting using criteria
described in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework). Based on that assessment, we believe we maintained an
effective system of internal control over financial reporting as of December 31, 2014. Our independent registered
public accounting firm has issued an attestation report, dated March 2, 2015, on our internal control over
financial reporting, which is included in this annual report.
Beth E. Mooney
Chairman, Chief Executive Officer and President
Donald R. Kimble
Chief Financial Officer
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