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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 Company’s Board of Directors
is responsible for establishing and overseeing the compensation
and benefits for the Company’s senior management, including
all of the Company’s executive officers, and is authorized
to make grants and awards under the Company’s employee
stock equity plans. The Committee operates under a written
charter which has been established by the Company’s Board
of Directors. The current Compensation and Stock Option
Committee charter is available on the Company’s website at
www.hasbro.com, under “Corporate
Information — Investors — Corporate
Governance.”
In establishing the cash compensation, equity awards and
benefits for the Company’s 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 Company’s Independence Standards and the
requirements of the New York Stock Exchange’s corporate
governance listing standards.
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