This excerpt taken from the HAS DEF 14A filed Apr 17, 2006.
Hasbro Compensation and Stock Option Committee
The Compensation and Stock Option Committee (the Committee) of the Companys Board of Directors is responsible for establishing and overseeing the compensation and benefits for the Companys senior management, including all of the Companys executive officers, and is authorized to make grants and awards under the Companys employee stock equity plans. The Committee operates under a written charter which has been established by the Companys Board of Directors. The current Compensation and Stock Option Committee charter is available on the Companys website at www.hasbro.com, under Corporate Information Investors Corporate Governance.
In establishing the cash compensation, equity awards and benefits for the Companys Chief Executive Officer, the Committee reviews benchmarking information provided by outside compensation consultants. In authorizing and approving cash compensation, equity awards and benefits for executive officers other than the Chief Executive Officer, the Committee reviews the recommendations of the Chief Executive Officer in addition to benchmarking information provided by outside compensation consultants.
The Committee is composed solely of persons who are both Non-Employee Directors, as defined in Rule 16b-3 of the rules and regulations of the Securities and Exchange Commission, and outside directors, as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). The Board of Directors has determined that each member of the Committee is independent under the Companys Independence Standards and the requirements of the New York Stock Exchanges corporate governance listing standards.