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 social 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:
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
Board and Committee Effectiveness and Policies
Oversight of Corporate Governance and Social Responsibility Matters
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.