Governance

Governance Overview

We believe strong corporate governance and ethical business practices are critical to Huntington’s long-term success. Every day, we strive to operate as a disciplined, trustworthy, and ethically sound organization, and we are committed to continually enhancing our practices to ensure we create value for those we serve.

The underlying behaviors that are core to our ESG journey – managing risks that could be financially material, serving the needs of our stakeholders, and focusing on the long-term sustainability of our businesses – have been at the forefront of our Board and ELT efforts for many years.

“Our Board of Directors is engaged and committed to the oversight of the long-term sustainability of our businesses. The Board understands that a strategic and balanced ESG focus is integral to our ability to create stakeholder value over the long term.”

Marcy Hingst, General Counsel

Corporate Governance and Ethics

Our Board of Directors and Executive Leadership Team are committed to executing on the Company’s long-term Vision and aligning our strategic objectives with the interests of our stakeholders. Our Board members are accomplished leaders from diverse backgrounds, bringing the unique perspectives, skills, and experience necessary to provide effective oversight and drive continued success. Our Board sets the strategy, risk appetite, and ethical standards for the entire organization.

Our ESG program is overseen by the Board’s Nominating and ESG (NESG) Committee, which meets quarterly to ensure our ESG efforts are integrated into the strategic priorities of the Company. Our ESG performance management framework ensures that the ESG considerations most important to our stakeholders are integrated into relevant Board committee agendas or brought to the full Board for meaningful discussion, awareness, and governance actions.

Enterprise Risk Management

Our ability to protect the organization from the risks associated with ever-evolving market conditions is foundational to achieving our Purpose. Risk management is ongoing, owned by everyone, and integral to our culture. Our risk management policies, processes, and procedures span the organization to ensure comprehensive identification, measurement, monitoring, controlling, and reporting mechanisms.

Our approach to enterprise risk management is guided by effective strategies, policies, frameworks, and procedures, supported by a strong governance structure. Our Risk Governance and Risk Appetite Framework serves as the foundation for consistent and effective risk management.

Risk Management Lines of Defense

1st Line

Our individual business segments, which include revenue-generating businesses and operational support groups, are accountable for understanding and appropriately managing all the risks associated with their activities.

2nd Line

Our Chief Risk Officer, Corporate Risk Management, and Credit Administration oversee the Company’s risk-taking activities independently of the first-line business units. All colleagues within Huntington’s Corporate Risk Management group report to the Chief Risk Officer, who reports to the CEO and has direct access to the Board’s Risk Oversight Committee.

3rd Line

Our Internal Audit and Credit Review groups provide independent and objective assurance and report directly to the Board.

Security and Privacy

Huntington is focused intently on the safety, security, and privacy of our customers and colleagues. As the physical and digital banking spaces continue to evolve and converge, we seek to adapt to and accelerate forward-thinking innovation by following industry best practices, incorporating new data privacy standards, and evaluating and integrating emerging technologies.

We also believe it is crucial we continue to encourage the development of cyber skills and establish opportunities for growth and advancement to ensure an adequate pipeline of key talent. Our efforts include scholarships, targeted associations and industry events that focus on diverse talent development, and support of professional affiliations and mentorships, which help our colleagues elevate their skill sets.