Governance and Ethics
Governing Our Company
The foundation of our ethics policy is the Hasbro Code of Conduct, which all Board members, employees, and officers must follow. Read more about our Code here.
Hasbro’s senior management team, headed by the CEO, oversees all daily operations. Our Board of Directors, elected annually by our shareholders, appoints and oversees Hasbro’s executive management and the conduct of our business. The Board is guided by Hasbro’s Corporate Governance Principles.
Five committees assist the Board: (1) Audit, (2) Compensation, (3) Executive, (4) Finance, and (5) Nominating, Governance, and Social Responsibility. The latter committee oversees CSR governance and progress, described below. The charters for all five committees are available here.
The Board reviews corporate best practices annually and decides whether action is needed to further strengthen our governance framework. In 2013, we introduced a “clawback” policy that allows us to recover incentive-based compensation from relevant executives if the company is forced to submit an accounting restatement due to non-compliance with financial regulations. In 2014, we introduced an overboarding policy that states that no Director shall serve on the Board of Directors of more than a total of three public companies (excluding Hasbro’s board) and/or registered investment fund families. We also introduced a majority vote standard which requires each director/nominee in a contested election to tender a written resignation to the Board prior to the election that provides if the nominee receives less than a majority of the votes cast, the Board may accept that director's resignation.
In line with our Standards for Director Independence, all Hasbro Board members are independent, with the exception of Brian Goldner who is Hasbro’s Chairman, President and CEO, The Board maintains a Lead Independent Director role with independent oversight responsibilities. You can read more about our Board here.
How We Compensate Executives
Our executives are crucial to Hasbro’s success and the value our business creates for shareholders and other stakeholders. In compensating them, we follow two principles.
First, we pay for performance. If Hasbro fails to achieve business and financial goals, the value of our executives’ overall compensation package is reduced. We implement this principle by using variable compensation elements, such as cash management incentive plan awards and equity awards.
Second, we primarily reward overall performance by Hasbro rather than individual executive performance. This approach boosts teamwork and is implemented by heavily weighting management incentive plan awards and equity awards to achieving overall corporate goals.
Our Board Compensation Committee, which oversees this process, works to reward excellent past performance and maximize future performance without encouraging excessive risk taking. In both 2015 and 2016, Hasbro received 98 percent approval rating from shareholders for our executive compensation proposal.
Hasbro has a robust, company-wide risk management process, with oversight provided by the Board’s Audit Committee. We constantly review our risk profile across all relevant issues and make plans to mitigate risk when appropriate.
You can find more corporate governance information on our Investor Relations pages. Stakeholders, including investors, employees, and consumers can provide feedback to the Board by writing to:
c/o Presiding Director, Hasbro, Inc.,
P.O. Box 495
Pawtucket, Rhode Island 02860.