Hasbro Investors

Investors

Nominating, Governance and Social Responsibility Committee Charter

The primary purpose of the Nominating, Governance and Social Responsibility Committee (the “Committee”) of Hasbro, Inc. (the “Company”) is to: (a) identify individuals qualified to become Board members consistent with criteria approved by the Board, and recommend such individuals to the full Board for selection, and ultimately for election at a subsequent annual meeting of shareholders or appointment to fill a vacancy on the Board; (b) develop, recommend to the Board and oversee corporate governance principles and codes of business conduct and ethics applicable to the Company, and make recommendations to the Board regarding the governance of the Board and its committees; (c) oversee the evaluation of the Board and, in conjunction with the Company’s Compensation Committee, oversee the process for the evaluation of the Company’s Chief Executive Officer; (d) review and make recommendations with respect to director compensation; and (e) analyze issues of corporate social and environmental responsibility and related corporate conduct which are relevant to the Company’s business and make recommendations to the full Board regarding such matters.

The Committee shall review and reassess the adequacy of this Charter on an annual basis.

The Committee shall be comprised of not less than three members of the Board, and the Committee's composition will meet the requirements of the Sarbanes-Oxley Act of 2002 (the "Act"), The NASDAQ Stock Market ("NASDAQ") and other applicable requirements.

Accordingly, in addition to any other applicable requirements, all of the members of the Committee will be directors:

  • Who have no relationship to the Company that would interfere with the exercise of their independence from management and the Company; and
  • Who do not receive any consulting or other fees from the Company other than board fees and fees related to service on the Committee or on other committees of the Board.

Committee members shall be appointed and removed by the Board, which shall designate the Committee Chair, who shall preside over meetings of the Committee. A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at the meeting, provided a quorum is present.

The Committee shall hold regularly scheduled meetings and such special meetings as circumstances dictate. To the extent the Committee believes it to be appropriate or advisable, it shall meet in executive session, without management present. Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval thereof in writing. The Committee shall report regularly to the full Board.

In order to fulfill its role, the Committee shall have the sole authority to retain and terminate search firms to assist in the identification of director candidates, and shall have the sole authority to approve such search firms' fees and other retention terms. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company that it receives information from, and (ii) the accuracy of the information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). The Committee has the authority to retain legal or other experts that it determines to be necessary to carry out its duties. It also has authority to determine compensation for such advisors.

The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate, and as allowed by applicable legal and stock exchange requirements, given the circumstances.

Identification and Nomination of Board Candidates

  • The Committee shall identify individuals qualified to become board members, receive and evaluate nominations for such qualified individuals, recommend to the Board qualified candidates for appointment or election as directors of the Company, and nominate to the Board qualified individuals to serve as members of the various Board committees;
  • In considering potential candidates for election or re-election to the Board, the Committee shall consider a number of factors, including, without limitation, all requirements of the Act, NASDAQ and other legal or regulatory requirements, as well as candidates' employment and other experience, qualifications, attributes, skills, expertise and involvement in areas which are of relevance to the Company's business, business ethics and professional reputation, other Board service, judgment, independence, the Company's needs and the Company's desire to have a Board which represents a diverse mix of backgrounds, perspectives and expertise;
  • The criteria for assessing potential Board candidates shall be reassessed periodically in light of the composition of the Board and the needs and strategic direction of the Company; and
  • The Committee shall also make recommendations to the Board with respect to (i) Directors interested in standing for re-election; (ii) removal of any existing Director where necessary or appropriate; and (iii) acceptance or rejection of any resignation submitted by an existing Director.

Board and Committee Effectiveness and Policies

  • The Committee shall oversee procedures for new director orientation and continuing education for existing Directors on a periodic basis;
  • The Committee shall articulate to each Director what is expected of that Director, including reference to the Company's corporate governance principles and a Director's basic duties and responsibilities with respect to attendance at board meetings and advance review of meeting materials;
  • The Committee shall review the Company's practices and policies with respect to Directors, including retirement policies and compensation for non-employee Directors, the size of the Board, the meeting frequency of the Board and its committees and the structure of Board and committee meetings, and the meeting frequency and conduct of executive sessions of the Board, and make recommendations to the Board with respect thereto;
  • The Committee shall review the functions, duties and composition of the committees of the Board and make recommendations to the Board with respect thereto;
  • The Committee shall consider and report to the Board on any questions of possible conflicts of interest of Board members; and
  • The Committee shall annually perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluations.

Oversight of Corporate Governance, Social and Environmental Responsibility Matters

  • The Committee shall develop, recommend to the Board and oversee corporate governance principles and guidelines applicable to the Company. Such principles shall address the following subjects: (i) Director qualification and independence standards, including the criteria used for evaluating and selecting potential Director candidates for election or re-election; (ii) Director responsibilities; (iii) Director access to management and, as necessary and appropriate, independent advisors; (iv) Director stock ownership; (v) Director orientation and continuing education; (vi) management succession; (vii) annual performance evaluations of the Board; (viii) committee member qualifications; (ix) committee member appointment, rotation and removal; (x) committee structure, responsibilities, and operations (including authority to delegate to subcommittees); and (xi) committee reporting to the Board. These principles shall be reviewed annually, with recommendations made to the Board with respect to any needed changes;
  • The Committee shall review and assess the appropriateness of the Company's governance principles and practices and make recommendations to the Board with respect to changes in those principles or practices;
  • The Committee shall review and assess the adequacy and appropriateness of Director compensation and make recommendations to the Board regarding compensation of the Company's non-employee Directors;
  • The Committee shall oversee and make recommendations to the Board concerning the Company’s code of business conduct and ethics as applicable to the Directors, officers and employees of the Company. The Committee shall also oversee the investigation of any potential conflict of interest by a Director, officer or employee as assigned to it by the Board;
  • In concert with the Board, the Committee shall review and assess Company policies and practices with respect to significant issues of corporate social responsibility, including, without limitation, compliance with the Company’s Code of Conduct, product safety, environmental sustainability and climate change, human rights and ethical sourcing, responsible marketing, transparency, public policy matters, community relations and charitable contributions;
  • The Committee shall periodically review and assess the Company's communication to shareholders and the general public with respect to its policies and practices in the areas of corporate governance and corporate social responsibility, including the communication contained on the Company's website;
  • The Committee shall review, and make recommendations to the Board with respect to, shareholder proposals submitted to the Company;
  • The Committee shall recommend to the Board, or to the appropriate committee thereof, processes for annual evaluations of the performance of the Board, the Chairman of the Board, and the Chief Executive Officer, and oversee the processes for the conduct of such evaluations, either alone or in conjunction with the Company's Compensation Committee; and
  • The Committee shall oversee the maintenance and presentation to the Board of plans with respect to management development and succession.

The Committee shall also perform any other activities consistent with the Articles of Incorporation and By-laws of the Company, and other governing laws, as the Board or the Committee shall deem appropriate.



Committee Members

Chair Basil L. Anderson
X
Basil L. Anderson
Retired Vice Chairman

Age: 68

 

Basil L. Anderson served as Vice Chairman of Staples, Inc. (office supply company) from September 2001 until March 2006. Prior thereto, he was Executive Vice President — Finance and Chief Financial Officer of Campbell Soup Company (consumer products company) since 1996. Mr. Anderson also previously served as Chief Financial Officer of Scott Paper Company from 1993 to 1996. Mr. Anderson is a director of Becton, Dickinson and Company, Moody’s Corporation and Staples, Inc. He previously served on the Board of CRA International, Inc. from 2004 until January 2010. Mr. Anderson has been a director of the Company since 2002.

 

The Board has nominated Mr. Anderson for election as a director because of his more than 30 years of business experience, including years of experience as an operating executive, a chief financial officer and as a board member of major multinational public companies. In the Board’s view Mr. Anderson possesses strategic, business, financial planning and operations expertise; corporate finance expertise; particular knowledge, expertise and perspective regarding financial reporting and accounting issues for multinational public companies; experience from service on four public company audit committees; expertise in corporate governance and board and committee best practices; and international business expertise.

Committee Member Frank J. Biondi, Jr.
X
Frank J. Biondi, Jr.
Senior Managing Director

Age: 69

 

Frank J. Biondi, Jr. is Senior Managing Director of WaterView Advisors LLC (private equity fund specializing in media), serving in this role since 1999. Mr. Biondi is a director of Amgen, Inc., Cablevision Systems Corporation, Seagate Technology PLC and RealD Inc. Mr. Biondi previously served on the board of directors of Yahoo! Inc. from 2008 until 2010. Mr. Biondi has been a director of the Company since 2002.

 

The Board has nominated Mr. Biondi for election as a director because of his more than 40 years of business experience, including years of experience as an operating executive and as a chief executive officer of a number of television, film, media and other diversified entertainment companies, including Universal Studios, Viacom Inc., Coca-Cola Television and Home Box Office. Most recently, Mr. Biondi has spent fourteen years serving as the senior managing director of an investment advisory firm specializing in television, entertainment and media. Mr. Biondi has also served on the boards of over 15 public companies during his career. The Board believes Mr. Biondi possesses particular knowledge, expertise and perspective regarding the television, entertainment and media industries; corporate finance and strategic planning expertise; as well as expertise in corporate governance and board and committee best practices.

Committee Member John M. Connors, Jr.
X
John M. Connors, Jr.
Chairman Emeritus

Age: 71

 

John M. Connors, Jr. was a founding partner of Hill Holliday Connors Cosmopulos Inc., a full-service marketing, advertising and communications company based in Boston, Massachusetts. He served as Chairman, CEO and President for many years before selling the company in 1998 to the Interpublic Group (IPG). He continued to serve as Chairman, CEO and President of the company following the sale until 2003 and as Chairman until 2006, and he currently serves as Chairman Emeritus. From 2004 to 2013, Mr. Connors served on the Board of Covidien PLC. He has been a director of the Company since 2004.

 

 

The Board has nominated Mr. Connors for election as a director because of his more than 40 years of business experience, which includes co-founding and developing one of the top advertising and marketing communications firms in the United States and advising many of the top branded companies in the world. Mr. Connors has also served on the boards of dozens of entities, including public companies, private companies, hospitals and colleges. The Board believes that Mr. Connors possesses particular knowledge, expertise and perspectives regarding the marketing, advertising and communications fields; brand management, brand building and brand research and development; and expertise in corporate governance and board and committee best practices.

 

Committee Member Lisa Gersh
X
Lisa Gersh
Formerly Chief Executive Officer

Age: 55

 

Lisa Gersh served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (integrated media and merchandising company) until 2013. Prior thereto, she served as President and Chief Operating Officer of Martha Stewart Living Omnimedia, Inc. from 2011 to 2012. She served as President, Strategic Initiatives at NBC News, an operating subsidiary of NBC Universal (media company) from 2007 until January 2011. Ms. Gersh also served as General Managing Director of the Weather Channel companies for NBC Universal from 2007 until 2009. Prior thereto, she was a co-founder and the President and Chief Operating Officer of Oxygen Media (media company) from 1998 until 2007, when it was acquired by NBC News. Ms. Gersh served as a director of Martha Stewart Living Omnimedia, Inc. from 2011 to 2013 and served on the board of directors of The Knot, Inc. (now XO Group Inc.) from 2005 until 2010. Ms. Gersh has been a director of the Company since 2010.

 

The Board has nominated Ms. Gersh for election as a director because of her extensive experience in the media and entertainment industries, including television, digital entertainment and publishing. These roles involved operating and executive positions with multiple leading media companies, including her most recent role as President and Chief Executive Officer of Martha Stewart Living Omnimedia and her role in leading NBC Universal’s acquisition of the Weather Channel companies as the executive in charge of the investment. The Board believes Ms. Gersh possesses particular knowledge, expertise and perspectives regarding the media and entertainment industries, including the cable television and digital industries; marketing and branding expertise; and expertise in media trends and strategic planning.

Committee Member Jack M. Greenberg
X
Jack M. Greenberg
Chairman

Age: 71

 

Jack M. Greenberg has served as the Chairman of The Western Union Company (funds transfer company) since 2006 and the Chairman of InnerWorkings, Inc. (global provider of managed print and promotional solutions) since 2010. Prior thereto, Mr. Greenberg served as Chief Executive Officer of McDonald’s Corporation (restaurant franchiser) from August 1998 until his retirement in December 2002. He served as Chairman of the Board of McDonald’s Corporation from May 1999 until December 2002. Mr. Greenberg is a director of Allstate Corporation, Quintiles Transnational Holdings Inc. and Manpower, Inc. and a director and Chairman of the Board of InnerWorkings, Inc. and The Western Union Company. Mr. Greenberg previously served on the board of directors of Abbott Laboratories from 2001 until 2007 and First Data Corporation from 2002 until 2006. Mr. Greenberg has been a director of the Company since 2003.

 

The Board has nominated Mr. Greenberg for election as a director because of his more than 40 years of business experience, including service as a partner and director of tax for an accounting firm, and his years of operating and executive experience with McDonald’s Corporation involving roles of increasing responsibility and business and financial oversight. Mr. Greenberg’s career with McDonald’s commenced with his service as chief financial officer, and then culminated as chairman and chief executive officer of McDonald’s. Mr. Greenberg has also served on the boards of numerous public companies and philanthropic organizations. The Board believes Mr. Greenberg possesses particular knowledge, expertise and experience in corporate finance and tax expertise; executive management of a multinational company; expertise in operating and international issues for multinational corporations; strategic planning expertise; expertise in financial reporting and accounting issues for large multinational corporations; and expertise in corporate governance and board and committee best practices.

Committee Member Edward M. Philip
X
Edward M. Philip
Chief Operating Officer

Age: 48

 

Edward M. Philip has served as the Chief Operating Officer of Partners in Health (a non-profit healthcare organization) since January 2013. In addition, Mr. Philip is a Special Partner at Highland Consumer Fund (consumer oriented private equity fund), serving in this role since 2013. He served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior thereto, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from May 2004 to November 2005. Prior thereto, he was Senior Vice President of Terra Networks, S.A. (global Internet company) from October 2000 to January 2004. In 1995, Mr. Philip joined Lycos, Inc. (an Internet service provider and search company) as one of its founding members. During his time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Mr. Philip spent time as the Vice President of Finance for the Walt Disney Company, and prior thereto Mr. Philip spent a number of years in investment banking. He is a director of BRP Inc. Mr. Philip has been a director of the Company since 2002.

 

The Board has nominated Mr. Philip for election as a director because of his more than 25 years of business experience, including many years of experience as both an operating executive and chief financial officer of multinational corporations, and his experience in strategic, business and financial planning in consumer-based and technology-based industries and in overseeing management teams of such companies. The Board believes Mr. Philip possesses particular knowledge, expertise and perspectives regarding corporate finance; internet and technology based industries and the use of the internet and digital media for building businesses; expertise in consumer trends and in the family entertainment industry; financial reporting and accounting matters for large multinational public companies; as well as expertise in the operation and management of a multinational corporation.