Hasbro Investors

Investors

Corporate Code of Conduct

Dear fellow employee:

Over the last century, Hasbro has evolved into a global and innovative branded play company. While our business model continues to evolve, we have been unwavering in our commitment to do the right thing. Our success is measured not only by our results, but also by how we achieve those results. We take great pride in maintaining that tradition of ethics and compliance and count on you to demonstrate our pledge by doing business with integrity every day.

In today’s complex business and regulatory environment, our Code of Conduct outlines our core values and remains the foundation that guides us in our decisions. Employees are expected to read and understand our Code. However, if you are faced with a difficult situation, do not hesitate to contact one of the many resources identified in the document to ensure you are making the right decision.

As always, if you witness or become aware of improper behavior, report your concerns through an appropriate channel, which includes the Hasbro Helpline. We are committed to creating an environment that fosters open communication and supports employees in reporting potential violations. Retaliation of any kind is inconsistent with our values and will not be tolerated.

Keeping with our continued commitment of doing business with integrity, I am confident that you will meet these expectations and safeguard Hasbro’s future success. Together, we are Hasbro.

Sincerely,

Brian Goldner
Chairman of the Board, President and Chief Executive Officer

Brian Goldner

As a branded play company, our customers include children and their caregivers. Knowing that the products and content we produce bring joy and fun to others is a source of great pride and satisfaction. But with this privilege comes responsibilities: as employees and directors of Hasbro we must maintain high ethical standards, meet social compliance expectations, and consistently deliver safe and trusted products, while returning value to our shareholders.

To meet these goals requires daily effort. To maintain our reputation and high standards, we must work hard to make good decisions; and we must never lose sight of the fact that the choices we make can have an impact on many others including the children, who are our ultimate consumers, their families and also our fellow employees, shareholders, and our community.

To help us make good choices, our Code of Conduct (“Code”) is designed to serve as a resource when we need additional information about policies and standards, or when we need help to address a difficult ethical situation.

Our Code covers many of the ethics and compliance topics that we are likely to face in our work, but no code can cover every possible situation. That is why it is important to remember that you have other resources in addition to our Code that can help you make good decisions.

  • The most important resource is you. Rely on your experience and good judgment in our business dealings. But remember, in order to make informed decisions you must know and understand the policies, standards and rules — especially those that apply to your job.
  • If you have a question or concern, talk to your co-workers, your manager, any member of management or use one of the resources listed in our Code.

Since we operate globally in many countries around the world, there may be times when laws and customs conflict. Whenever there is a conflict or a difference between a legal requirement and our Code, we will apply the strictest standard.

Who must follow our Code

Our Code applies to all employees of Hasbro, regardless of position. Our Board of Directors and certain business partners serve as an extension of Hasbro and their conduct can have an impact on our Company. They, too, are expected to follow our Code as well as any applicable contractual provisions when working on behalf of Hasbro.

If you are in a position to supervise our business partners, you are responsible for ensuring that they understand our ethics and compliance standards. We expect all our contractors and their employees to act in a way that is consistent with our Code. We will take the appropriate measures where we believe they have not met our high standards or their contractual obligations.

Employee responsibilities:

  • Act in a professional, safe and ethical manner that is consistent with Hasbro’s values.
  • Be familiar with the information contained in our Code as well as applicable laws and company policies. Pay particular attention to the policies that pertain to your job responsibilities.
  • Promptly report concerns about possible violations of laws, regulations, our Code or policies to your manager or to any of the resources listed in our Code.
  • Fully cooperate when responding to an investigation or audit.
  • Remember: pressure or demands due to business conditions are never an excuse for violating the law or our Code.

Hasbro Helpline:

CALL
United States and Canada
+1-800-9-Help-44

Outside United States and Canada
+44-20-8744-6222

OR WRITE TO
compliance@hasbro.com

Asking questions or raising concerns

Each of us has a responsibility to help protect the reputation and integrity of Hasbro. If you see or suspect any illegal or unethical behavior — whether it relates to you, your manager, a business partner, or anyone else — or if you have a question or need help making an ethics or compliance decision, you have several options. You can contact any of the following at any time:

  • Talk it through with your manager.
  • Discuss it with any other member of Hasbro management. We have an open-door policy, which means you can contact any management personnel with whom you feel comfortable, the Legal Department, or the Human Resource Department.
  • Telephone the Hasbro Helpline at 1-800-9-Help-44 (United States and Canada), +44-20-8744-6222 (Outside of United States and Canada) or contact compliance@hasbro.com
  • Report any urgent problems (i.e. safety or health hazards) locally in order to obtain the fastest response.
  • You may also report a concern regarding any accounting, internal accounting control, or auditing matters directly to the Audit Committee of the Board of Directors:

    Chair, Audit Committee Board of Directors
    P.O. Box 497
    Pawtucket, RI 02862
    USA

    In addition, should you have specific concerns, and are uncomfortable with any of the resources above, you may directly contact the Chief Legal Officer:

    Chief Legal Officer
    P.O. Box 496
    Pawtucket, RI 02862
    USA
     

Hasbro is committed to investigating potential violations and will deal with each report fairly and reasonably. Remember: an issue can only be addressed if it is brought to someone’s attention.

Using the Hasbro Helpline

The Hasbro Helpline is a confidential way to get answers to your questions and concerns about ethics. You may contact the Hasbro Helpline 24 hours a day, 7 days a week; if your call goes into voicemail, you may leave a message. Employees may choose to remain anonymous when reporting concerns and we will protect that anonymity to the extent permitted by local law.

When an employee contacts the Helpline, the operator will listen to the concern or question, ask clarifying questions if necessary, and then write a summary report of the call. The summary will then be provided to Hasbro leadership for assessment and further action, if necessary.

Any report made to the Helpline will be kept confidential, to the extent possible, and will remain consistent with the law and good business practices.

We will not tolerate retaliation

Hasbro does not tolerate retaliation against anyone for raising or helping to address an ethics or compliance concern. We consider acts of retaliation to be acts of misconduct. Threats, intimidation and violence undermine everything we stand for as an ethical company and will not be tolerated.

If you think that you or someone you know has suffered retaliation, contact the Helpline or the Legal Department.

Making the right choice — guidelines for ethical decision-making

Making the right decision is not always easy. There may be times when you are under pressure or unsure of what to do. Always remember that co-workers and management are available to help but if you are not comfortable, you may contact the Legal Department, the Human Resource Department, or any of the resources listed in our Code.

When faced with a difficult decision, it may help to ask yourself these questions:

  • Is it legal?
  • Is it consistent with our policies, our values, and our Code?
  • Have I considered all of the possible options?
  • Have I thought through the consequences and the risks involved?
  • Would I still be comfortable with the decision if someone found out about it?

If the answer to any of these questions is “No,” or if you are uncertain, stop and ask for guidance.

strong>Accountability

Violations of laws, our Code or other Company policies may result in disciplinary action up to and including termination of employment. Certain actions may also result in legal proceedings, or penalties against the Company and possibly you.

Waivers and exceptions

No part of our Code can be waived without prior written approval from the Chief Legal Officer or Board of Directors. Waivers will only be granted in exceptional circumstances and all appropriate reports and disclosures will be made. Our Code does not alter the terms and conditions of employment or create a contract of employment.

Harassment-free workplace

All of us work best when we feel safe. For this reason, we do not tolerate any form of abuse or harassment. This includes actions that are offensive, intimidating, or discriminatory as well as any form of sexual harassment. Our responsibilities to each other include the following:

  • Help create a work environment free of unlawful harassment.
  • Do not stand by and watch or encourage unlawful harassment.
  • Understand that inappropriate comments of a sexual nature or any other sexually offensive behavior will not be tolerated.
  • Remember: unlawful harassment does not have to occur in the workplace or involve a Hasbro employee to violate our values or the law.

For further information, consult your function or the Human Resources Department for additional guidance.

Inclusion, diversity, equal opportunity and respect for others

We value the unique contribution that each person brings to Hasbro. Collaboration and inclusivity are central to how we work and we believe the best solutions are those that draw on diverse ideas and perspectives. That is why we value each and every employee as an important contributor to our success and aim to create an inclusive environment where our employees are given the opportunity to achieve their full potential.

  • Treat others and their ideas with respect.
  • Never discriminate or harass based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, marital status or any other basis prohibited by applicable law.
  • Help create an environment where colleagues can contribute, develop and fully utilize their talents.
  • Keep an open mind to new ideas and listen to different points of view.
  • Understand that offensive messages, derogatory remarks and inappropriate jokes are inconsistent with our culture and beliefs and are never acceptable.

If you feel you are being discriminated against, contact your Human Resources representative, the Legal Department, or any of the resources listed in our Code.

Employee privacy

Respect the privacy and the confidentiality of personal employee information. Only use personal information that it is needed for a legitimate and lawful business purpose or to comply with the law.

  • Keep other employees’ personal information safe and secure.
  • Use care when you provide personal information to anyone inside or outside of Hasbro and limit access to authorized individuals.
  • Consult the Legal Department to identify any legal requirements that must be followed when transferring personal information.

Safe and healthy work environment

Remember: Safety first. There is no job so important that we cannot take the time to complete it safely.

We all need to be aware of safety and health risks as we go about our jobs. Each of us has the responsibility to be a role model for safety, and work in a way that helps ensure the safety and health of our co-workers, business partners, and visitors to our facilities.

  • Report any accident, unsafe working condition, or near misses to local management or the Environmental, Health and Safety Department so immediate action can be taken. Never assume that someone else has reported a risk or concern. For further information, please see our Environmental, Health and Safety Policy.
  • Be proactive and help identify ways that we can improve safety.
  • Never work impaired by alcohol or drugs. If alcohol is served at a Company-approved function or at any other business event, it is permitted in moderate amounts and should not impair your judgment. For further information, consult your function or the Human Resources Department for additional guidance.
  • Threats, intimidation and violence towards anyone at work, including co-workers or business partners, are not tolerated.
  • Unless you are authorized to do so, firearms, knives or other dangerous weapons should not be brought onto Company property.

Product safety and content

The safety of our products and appropriateness of our entertainment content are our top commitments to our consumers. Hasbro will always comply with applicable laws and standards. Each of us is expected to do our part to help the Company meet or exceed professional industry standards and consumer expectations.

  • If you believe there is a consumer safety or content issue, notify management immediately so that appropriate action can be taken, if necessary.

Marketing practices and fair dealing

Our advertising and marketing must always be true and never misleading or deceptive. We must abide by all laws and applicable industry standards, and further, since we recognize that our consumers are children and their caregivers, we must ensure that our promotion of Hasbro products is appropriate to a children’s and family entertainment company.

Examples of inappropriate marketing practices include:

  • Making product claims on packaging or marketing materials which have not been tested and verified by the Quality Assurance (QA) Department or other existing Hasbro protocols. Our packaging and marketing materials should never include misleading statements relating to our products, their features or their performance.
  • Failing to adequately disclose all additional purchases required for the use of our products in our packaging and advertising.
  • Suggesting that our products may enhance status, popularity, growth, skills, or intelligence.

We must always deal fairly with consumers, business partners and competitors and never take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other unfair business practice.

Additional prohibitions exist, please contact the Legal Department if you have questions regarding a particular marketing practice.

 

Promoting online privacy

 

We value our consumers’ trust and work hard to keep that trust by protecting the privacy of the children and families who use our online websites and games.

Our privacy policies for all our websites and mobile apps are driven by compliance with global laws. For any specific legal questions regarding online privacy, please seek advice from the Legal Department.

Supplier relations

Our suppliers and business partners are essential to our ability to do business and meet our high standards and our consumers’ expectations. That is why we choose them carefully and use an objective selection process.

We work with others who share similar values and our commitments to quality, safety, security, ethics and compliance.

  • Help our suppliers and business partners, including our intellectual property licensees and licensors, understand our expectations and act in a way that is consistent with our Code and applicable policies.
  • Report to your manager any suspicions that a business partner may not be meeting our standards or their contractual obligations.
  • For further information related to our suppliers, please see our Global Business Ethics Principles.

Conflicts of interest

A conflict of interest may occur when our personal interests or activities affect our ability to make objective decisions for Hasbro. The best approach to handling possible conflicts is to disclose situations to your manager that might create a conflict, or even the appearance of a conflict; also you must complete the Conflict of Interest Disclosure form. Once disclosed, we then have the opportunity to better address the situation.

You are not allowed to engage in activities that create a conflict of interest or the appearance of a conflict of interest. The following are common types of conflicts of interest:

Family and personal relationships

It is possible that a relative or close friend may be working at Hasbro, (whether as an employee, temporary employee, intern, or freelancer) or may be a supplier or business partner. Favoritism towards relatives or friends should never play any role in business decisions. In some cases, a conflict may be difficult to recognize, but the situation should always be disclosed to your manager as soon as possible. In no instance, should one family member directly manage or control the work of another.

Outside employment

Outside employment must be disclosed to and reviewed by your manager. If approved, you are responsible for making sure that your outside activity does not interfere with or detract from your work at Hasbro. Working for a competitor while employed by Hasbro is never permissible. Working for a supplier may raise additional conflicts that will need to be discussed with management. In all cases you should not be involved in side or personal business that competes or does business with Hasbro.

Personal investments

You should not have significant investments in one of our competitors, suppliers, customers or business partners. ‘Significant’ is difficult to define and may vary depending on the circumstance. Discuss the situation with the Legal Department.

Corporate opportunities

If you learn about a business opportunity through your work at Hasbro, you cannot take advantage of the opportunity for your own, personal benefit nor should you forward the information for the benefit of your family or friends. An example of an impermissible opportunity would be providing confidential information to benefit a potential vendor, who is also a personal friend.

Please note:

Conflicts may occur when our personal interests or activities affect our ability to make objective decisions for Hasbro. You must disclose potential conflicts, which may include:

  • Family and personal relationships
  • Outside employment
  • Personal investments

Gifts, travel, and business entertainment

If not handled carefully, the exchange of gifts and entertainment can be illegal or damage Hasbro’s reputation, especially if it appears to or actually does influence a business decision.

  • Except for gifts of nominal value – $100 USD or less - employees and their relatives must not give or receive gifts from or to Hasbro’s customers, suppliers, vendors or other business partners without first obtaining approval from the Legal Department.
  • Gifts of any value from government officials should never be given or received without approval from the Legal Department.
  • Business meals and entertainment may be acceptable if they are not lavish or extravagant, by local standards.
  • For further information, please see the Gift, Travel and Entertainment Policy. In certain circumstances, employees may need to complete either the Gift Approval Form and/or the Event Approval Form before accepting gifts or hospitality. You should be aware that there may be additional policies for your function and/or geographic region that may be applicable. Please consult your function and/or regional policy for additional guidance.

Protecting Hasbro’s assets

Each of us is responsible for protecting Hasbro’s assets. Company assets include our facilities, property and equipment, computers and information systems, time, confidential and proprietary information, intellectual property, corporate opportunities and funds. Please refer to the Technology Use Policy for further information.

  • Protect Hasbro assets against loss, damage or misuse; promptly report lost or stolen computer equipment to an appropriate regional Information Technology (IT) Help Desk.
  • Protect your user IDs and passwords. Do not share user IDs and passwords with other employees or any third-party.
  • Computer equipment, electronic devices, phones, email and internet access are primarily for business purposes, but reasonable personal use is acceptable.
  • Protect confidential and proprietary information at all times by following Hasbro and department-specific data storage and sharing policies and procedures related to your job.
  • You must protect confidential and proprietary Hasbro information even after your employment with Hasbro ends.
  • Guard our intellectual property (by, for example, avoiding improper uses of our trademarks and ensuring that work for hire arrangements are duly formalized in a written agreement prior to the commencement of work) – and respect the intellectual property rights of others (including trademark rights, copyrights, trade dress, and patents, as well as rights of publicity that protect the names and likenesses of individuals).
  • Do not leave materials containing Hasbro confidential information (whether hard copies or flash drives) in public spaces.

Safeguarding consumer information

Our consumers place their trust in us; and therefore, we must protect their confidential information. We are committed to guarding against unintentional public exposure of personal consumer information.

Protecting intellectual property

Hasbro’s brands and licensed brands constitute some of our most valuable assets. Whether it is a movie or TV script, clip or still image, a product concept, design or sample, a new character, story idea or play pattern, a new expression of one of our brands, a marketing campaign, or any other brand expression that has not been released to the public, we must protect and maintain the confidentiality and security of this information.

We consider willful violations of Hasbro’s Intellectual Property Polices to be acts of misconduct. Please consult the Intellectual Property Protection and Social Media Guidelines for further information and consult with your manager to determine if your department has any specific intellectual property protection policies or procedures in place that you must follow in the performance of your job.

Creating and maintaining business records

All of us contribute to the process of recording financial and non-financial information. Business partners, government and regulatory officials and the public rely on our accurate and thorough disclosures and business records. Such information is also essential within Hasbro so that we can make good decisions.

  • Be open, honest and accurate when creating business records.
  • Never make false or dishonest entries about our business and performance – good or bad.
  • Unrecorded funds or assets are never acceptable.
  • Ensure all transactions are properly authorized.
  • Follow applicable laws and policies when creating, retaining or destroying documents including those in electronic formats. Please see our Records Retention and Destruction Policy for further information.
  • Seek advice from the Legal Department immediately whenever there is a request for information from a government or regulatory agency that is outside the scope of our business routine.

Acquiring business intelligence

When collecting business intelligence we must never engage in fraud, misrepresentation or deception to obtain information. When we hire former employees of competitors, we need to properly determine if there are any valid legal obligations of those employees and not use, or encourage them to disclose, the confidential information of their former employers or solicit employees from their former employers, if there are such restrictions.

  • Obtain competitive information only through legal and ethical means.
  • Require that third parties acting on our behalf live up to our standards.

Communicating with the public

When we share information with the public, it is important that we do so carefully and that we are consistent and speak with one, clear voice.

  • If you are involved in preparing documents for public communications or filings with government agencies, always strive to be clear, objective, fair, accurate, complete, and timely.
  • If you’re contacted by the media or by members of the investment community, contact the Public Relations or Investor Relations Department.
  • You should never publicly comment on legal matters, or other extraordinary events, without the approval of the Legal Department or Public Relations Department.
  • External presentations are an excellent way to share our expertise with others, but they must be reviewed by local management and may need to be reviewed in advance by the Legal Department and the Public Relations Department.

Using social media

Social media is an important, dynamic way for us to communicate and create content. If used appropriately, social media can be an efficient means of sharing information, marketing, and communicating with our consumers and business partners. However, if used improperly, social media may expose the Company to additional risk.

Never discuss or post information (or images) related to any Hasbro business unless approved by the Public Relations Department and never post information or images on any social media forum without first conferring with the Legal Department to ensure that the terms of use are consistent with Hasbro’s best interests.

  • If you read an on-line comment about Hasbro that you believe is wrong or harmful to our reputation, do not respond. Instead, contact the Public Relations Department so that appropriate steps can be taken.
  • Only engage in social media marketing for Hasbro brands if you have been authorized to do so. Social media marketing must be conducted in compliance with our Code, our marketing responsibilities, and our obligation to protect corporate assets.
  • Please refer to the Intellectual Property Protection and Social Media Guidelines for further guidance.

Please note:

Never discuss or post information (or images) related to any Hasbro business unless approved by the Public Relations Department and never post information or images on any social media forum without first conferring with the Legal Department to ensure that the terms of use are consistent with Hasbro’s best interests.

Insider trading

You may become aware of information about Hasbro or about other companies that is not publicly available. Using this ‘inside information’ for personal gain, sharing it with others, or spreading false rumors, is illegal and against our values.

  • Never buy or sell any securities if you have inside information. Nor should you pass on inside information or “tips” to others.
  • When trading, use care even if you think you are not relying on inside information.
  • Remember these rules continue to apply when you are no longer a Hasbro employee.
  • Please see the Insider Trading Policy for further information.
  • If you have any questions on insider trading, seek advice from the Legal Department.

Fair competition

Hasbro is committed to free and open competition. We gain our competitive advantages through superior performance rather than through unethical or illegal business practices. Most countries have laws against practices that interfere with competition. The following activities are considered “red flags” and should always be avoided and reported to the Legal Department:

  • Entering into anti-competitive agreements with competitors, including price fixing, bid rigging, market allocation, and agreements to restrict supply or fix resale prices.
  • Exchanging competitively sensitive information with competitors.
  • Imposing restrictions to boycott certain customers or suppliers.
  • Abusing a position of market dominance.
  • Entering into certain mergers and acquisitions.

Competition laws are complex and compliance requirements can vary based on the country and circumstance. If you have any questions, discuss the matter with the Legal Department before taking action.

Corporate social responsibility and environmental sustainability

Corporate social responsibility (CSR) at Hasbro is powered by a simple belief: every day is a chance to be better. To use what we love most about play—joy, creativity, problem solving—to make a positive and enduring difference for people and our planet.

CSR is not just something we do. It’s how we see the world, how we push ourselves to think differently and act with greater purpose- from making safe products and ethical business choices to improving our sustainability performance and helping people and communities thrive. To move forward—and make every day better than the last.

And that means not only striving to act responsibly and operate with integrity, but also actively building and maintaining trust with each other and our business partners. To do so, each of us must do our part to ensure that Hasbro and our business partners meet high standards of ethics, including respect for human rights and the environment.

  • Hasbro seeks to prevent or mitigate adverse human rights impacts from our own operations and seek ways to positively influence the human rights actions of our business partners, including our suppliers. Please refer to the Human Rights Policy for further information.
  • Hasbro does not tolerate child labor, any form of forced labor and related practices, or the use of corporal punishment, mental or physical coercion and verbal abuse.
  • Be proactive and look for ways to minimize Hasbro’s environmental footprint from reducing, reusing, and recycling waste to using energy and water more efficiently.
  • Speak up if you have suggestions about ways to improve the environmental sustainability of our products, packaging and manufacturing processes. Please see our Paper and Forest Procurement Policy for further information on our use of sustainable paper in our products.
  • Government officials, non-governmental organizations (NGOs) and community groups often have an interest in what we do as a company. Be sure to talk with the Government Affairs Department or the Legal Department prior to engaging with any of these groups.

Political activity

As an individual, you have the right to voluntarily participate in the political process including making personal political contributions; however, you need to make it clear that your personal views and actions are not those of Hasbro.

Be sure to contact the Government Affairs Department for approval before engaging in any lobbying or discussions with government officials on behalf of Hasbro.

  • Since personal political activities can sometimes create a conflict with Hasbro, talk to the Government Affairs Department or the Legal Department if you or a close relative are planning to accept or seek a public office, or if any other political activity might have an impact on Hasbro or on your job.
  • In accordance with our values and all applicable laws, Hasbro exercises its right and responsibility to make its position known on relevant issues.

Bribery and corruption

Bribery and corruption in all of its forms are completely contrary to our values and business standards. Not only do we comply with anti-bribery laws and regulations, but also stand firm and support efforts to eliminate bribery and corruption worldwide. We strive to make sure that our business partners share our commitment.

Illegal activity:

Never give or accept bribes, kickbacks or any other kind of improper payment.

  • Keep accurate books and records so that payments can be honestly described and Company funds are not used for unlawful purposes.
  • Be aware of our anti-corruption and bribery standards when selecting third parties to partner with Hasbro. Be vigilant and monitor their behavior. Never ‘look the other way,’ and never ask third parties to engage in activities that would violate our Code or our policies.
  • Please refer to the Anti-Bribery and Corruption Policy for further information.
  • Seek advice from the Legal Department if you have any questions.

There can be severe consequences if we or a business partner violate anti-bribery laws. Even the perception by others that we may have crossed the line can be damaging. For this reason, always be aware of how our actions might be viewed by others and err on the side of caution.

Global trade

Countries and jurisdictions need to control the import and export of products that travel across their borders. For this reason, we must honor all trade, import and export laws in the countries where we operate. If there is a conflict, or if you are not sure what laws apply, consult with the Legal Department.

  • Some countries and some of Hasbro’s business partners impose trade restrictions or boycotts covering specified countries, entities and individuals. Consult with the Legal Department immediately if you are asked to deal with a sanctioned or restricted country, entity or individual.
  • Import and export restrictions often change. If you are involved in import and export, make sure you are up-to-date on the relevant rules.


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