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This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. RESPONSE
OF THE HASBRO, INC. BOARD OF DIRECTORS
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST PROPOSAL NO. 4 FOR THE FOLLOWING
REASONS:
The Board of Directors and Hasbro’s management have
carefully reviewed the current proposal in preparation for the
2007 Annual Meeting of Shareholders and believe that
Hasbro’s current program already addresses the concerns
expressed in the above proposal, as described in more detail
below. In addition, adoption of the proposed action would impose
additional costs and burdens upon the Company without
corresponding benefits to shareholders or other constituents.
As a corporate steward in the areas of safety, health, the
environment, and social responsibility at both the corporate and
industry levels, Hasbro has a long and well-established
commitment to sustainable development. In addition, Hasbro has
long recognized the importance of dialoguing with key
stakeholders on issues of sustainability and has programs in
place to ensure the appropriate level of disclosure and
transparency on these important issues.
With respect to sustainability, Hasbro has a long history of
commitment to and progressive stewardship in the areas of
(i) safety and health of its employees and business
partners, (ii) the environmental impact of its operations,
(iii) manufacturing ethics, not only in our own factories
but also in the factories of our suppliers and business
partners, and (iv) philanthropic investment in the local
and international communities in which we operate. This
commitment is held at the very top of the corporation by our
Chief Executive Officer and is embraced Company-wide by
management and our employees.
In each of the areas enumerated above, Hasbro has comprehensive
and strategic programs in place to promote sustainable
development and appropriate disclosure, as follows.
First, in the areas of safety, health and environment, Hasbro
has a well-established global safety, health, and environmental
management system in place, based upon applicable regulatory
requirements and recognized best management practices. Hasbro
regularly assesses and audits all of its operating locations to
measure conformance to its progressive policies and standards,
with the goal of continuous improvement. The efficacy of these
programs is overseen by Hasbro’s Corporate Safety, Health
and Environmental Steering Committee, comprised of members of
Company management.
Hasbro is committed to producing products consistent with its
environmental responsibility, with an underlying goal of seeking
to conserve natural resources used in all areas of the Company.
The Company seeks ways to reduce waste, promote recycling, and
increase efficiency of energy and water use in all of its
facilities, whether office, manufacturing or warehouse. The
Company’s goal is to take an active role in using both
natural and recycled resources in an environmentally sound
manner. For example, with respect to manufacturing
sustainability, Hasbro sets specific short and long-term goals
at its own manufacturing sites, including solid waste reduction
goals, paper and chipboard recycling goals, plastic recycling
and emissions reduction goals. Both of Hasbro’s
manufacturing facilities are ISO 14001 certified, and
Hasbro’s manufacturing facility in East Longmeadow,
Massachusetts is an OSHA Voluntary Protection Program (VPP) Star
site, the highest recognition for safety and health excellence.
Hasbro is also a charter member of the EPA’s Voluntary
Climate Leader Program. As part of the program, Hasbro has
pledged to reduce its total greenhouse gas emissions in
U.S. operations by 30% from 2002 to 2007 — a goal
that has already been met.
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Hasbro is similarly committed to promoting packaging
sustainability, including, for example, reducing the use of
twist ties, reducing the amount of adhesive taping on master
cartons (used to ship our product), and reducing the actual size
of master cartons. In addition, where feasible, Hasbro has
specified single-wall master carton construction, instead of
double-walled construction, resulting in a significant reduction
of E-flute
entering into the waste management system. Furthermore, Hasbro
partners with customers, suppliers, local communities,
government agencies, and industry groups to establish
environmentally responsible goals. For example, with respect to
polyvinyl chloride (PVC) and phthalates, the specific example
raised in the shareholder proposal, Hasbro has carefully studied
the issue, together with the toy industry, the
U.S. Consumer Product Safety Commission (acting through its
Chronic Hazard Advisory Panel (CHAP)), and the EU
Commission’s Chemicals Bureau Agency (the “EU
Commission”). Based on its study of this issue, as well as
that of the toy industry, CHAP, and the EU Commission, Hasbro
firmly believes that toys and childcare articles made from PVC
pose no health risk to children. Nevertheless, Hasbro’s
toys and childcare items are compliant with all applicable laws
and regulations, including the EU Phthalate Directive.
Information about Hasbro’s safety, health, and
environmental program is made available to stakeholders via the
Hasbro website, through written materials, and through
opportunities for dialogue with members of Hasbro’s
management team on these important initiatives.
In the area of manufacturing ethics, Hasbro is a well-recognized
corporate and industry leader, both nationally and
internationally. Hasbro was one of the first toy manufacturers
to establish Global Business Ethics Principles (the “Code
of Conduct”), which it did in 1993, to help prevent
products manufactured by or for Hasbro from being produced under
inhumane or exploitative conditions. The Hasbro
program — participation in which is mandatory for all
suppliers and vendors worldwide who do business with
Hasbro — has evolved and was one of the foundations
for the industry standard. Hasbro’s Code of Conduct sets
forth workplace standards in the areas of child labor, working
hours and compensation, forced, prison, or indentured labor,
health and safety, abuse and discrimination, and freedom of
association. Hasbro also reserves auditing and monitoring rights
with respect to all manufacturing facilities producing Hasbro
products. Since 1994, Hasbro and its monitors have conducted
over 2,391 manufacturing facility inspections, including over
436 inspections in 2006.
In the last few years, as part of an effort to bring consistency
to the oversight of working conditions and the industry’s
workplace initiatives, Hasbro has taken a leading role in
promoting the toy industry’s adoption of the International
Council of Toy Industries’ (ICTI) comprehensive workplace
standards, which include a comprehensive factory audit
checklist, guidance for factories and third party monitors, and
a corrective action process. Hasbro uses the ICTI program as a
basis for monitoring factories and requires all of its direct
vendors in China to obtain and maintain an ICTI seal of
compliance on an annual basis. All of Hasbro’s direct
vendors in China are required to adhere to the ICTI standards.
The efficacy and progress of Hasbro’s manufacturing ethics
program is overseen by the Company’s Corporate Social
Responsibility Committee, comprised of members of the
Company’s senior management team and chaired by its Chief
Executive Officer.
Information about Hasbro’s manufacturing ethics program is
made available to stakeholders on the Hasbro website and through
written materials including Hasbro’s Annual Report. The
ICTI checklist, guidance and corrective action documents, and a
list of ICTI participant factories can be found at:
http://www.icti-care.org. Finally, Hasbro’s management team
is available to share information and engage in dialogue on
these important issues with key stakeholders, including
shareholders and non-governmental organizations.
Finally, in the area of philanthropy and charitable giving,
Hasbro has a long tradition of supporting children in the
communities in which it operates and other locations around the
world. The Company is actively involved in making charitable
grants through the Hasbro Children’s Fund, product
donations through the Gift of Play and employee engagement
through Team Hasbro. The mission of the Hasbro Children’s
Fund, the Company’s giving arm, is to assist children in
triumphing over critical life obstacles as well as bringing the
joy of play into their lives. Global, national and community
partnerships have been formed to bring the gifts of hope, play
and a helping hand to organizations in order to make a bigger
impact. For example, in Zambia, we are working with World Vision
to expand educational opportunities for AIDS orphans. In China,
through Operation Smile, children will for the first time
experience the ability to smile through missions supported by
Hasbro. Through America’s Second Harvest, hungry children
in rural areas of the United States, where food sources are
scarce, are being given backpacks full of food on the weekends.
The Company’s Gift of Play program supports non-profit
organizations like hospitals and
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shelters, after school programs, summer camps for sick or needy
children, and a generous holiday giving program. Our employees
are actively engaged in the community volunteering through our
Team Hasbro program, which allows them to volunteer during work
hours. Information about Hasbro’s charitable giving can be
found on the Company’s website. Hasbro’s charitable
giving team is also available to discuss its programs with
interested stakeholders.
In conclusion, as demonstrated above, Hasbro values and
recognizes that sustainable development is critical to its
long-term success and has a well-established and robust program
in this area. Hasbro also recognizes that transparency and
dialogue about sustainability are important to investors and
other stakeholders, and its current program of corporate
disclosure and stakeholder dialogue is an efficient means of
corporate reporting, without the expense of publishing a lengthy
written report.
For the reasons outlined above, the Board of Directors has
concluded that the Company’s current sustainability and
disclosure practices are in the best interests of the Company
and its shareholders and thus is opposed to the shareholder
proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST PROPOSAL NO. 4.
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This excerpt taken from the HAS DEF 14A filed Apr 17, 2006. RESPONSE
OF THE HASBRO, INC. BOARD OF DIRECTORS
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST PROPOSAL NO. 3 FOR THE FOLLOWING
REASONS:
A substantially similar proposal was submitted to Hasbro’s
shareholders for their consideration at each of the
Company’s last four annual meetings. The proposal was
rejected by Hasbro’s shareholders at all four of these
meetings. At the 2005 Annual Meeting the proposal was rejected
by Hasbro’s shareholders with 123,142,123 shares
voting against the proposal, and 14,058,714 shares voting
in favor.
The Board of Directors and Hasbro’s management carefully
reviewed the proposals submitted for consideration at the last
four annual meetings and have similarly reviewed the current
proposal in preparation for the 2006 Annual Meeting of
Shareholders. The Board of Directors and management continue to
believe that any changes to Hasbro’s current Code of
Conduct and compliance procedures would neither help Hasbro
fulfill its well-established and continuing commitment to humane
global working conditions nor add value to the shareholders of
the Company. Hasbro’s existing policies and practices,
which are comprehensive and progressive, already address the
concerns expressed in the above proposal and ensure compliance
with business ethics principles, as described in more detail
below.
In 1993 Hasbro established its Global Business Ethics Principles
(“Code of Conduct”) to ensure that products
manufactured by or for Hasbro are not produced under inhumane or
exploitative conditions. Participation in the Hasbro program is
mandatory for all suppliers and vendors worldwide who do
business with Hasbro. Among many important areas, the Code of
Conduct governs:
Hasbro’s Code of Conduct sets forth workplace standards
with which all vendors manufacturing Hasbro products must
comply. Hasbro also reserves auditing and monitoring rights with
respect to all manufacturing facilities producing Hasbro
products. To date, all factories located in the Far East which
manufacture products for Hasbro have been audited by Hasbro
inspectors and by outside firms hired by Hasbro. Hasbro engages
two outside
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auditing firms to audit manufacturers’ compliance with the
Code of Conduct and local law. Since 1994, Hasbro and its
monitors have conducted over 1,955 manufacturing facility
inspections, including over 505 inspections in 2005. Over the
years, Hasbro has successfully worked with its manufacturers to
correct any unacceptable practices discovered during the course
of these inspections. Although serious violations are rarely
found, Hasbro has, after unsuccessful attempts to have the
vendor remedy them, terminated vendors for failure to remedy
violations. In addition, on a number of occasions Hasbro
management has met with shareholders to discuss its Code of
Conduct and compliance procedures, including findings of third
party audits engaged by Hasbro.
In addition to corporate efforts, Hasbro has been and continues
to be a leader in the toy industry (nationally and
internationally) on the issue of workplace standards and
compliance. Hasbro is a member of the Toy Industries of America
(“TIA”) and Juvenile Products Manufacturers
Association (“JPMA”) and sits on committees and forums
worldwide to strengthen workplace standards and compliance. For
example, Hasbro was at the forefront of developing industry-wide
standards for fire prevention and emergency preparedness through
the International Council of Toy Industries (“ICTI”).
Additionally, Hasbro was a principal drafter of the factory
audit checklists for the ICTI Code of Business Practices and
took a leadership role in the 2001 revisions to the ICTI factory
audit checklists and guidance manual. Hasbro, as a member of TIA
and ICTI, is at the forefront of industry efforts to improve
factory working conditions.
In the last few years, as part of an effort to bring consistency
to the oversight of working conditions and the industry’s
workplace initiatives, Hasbro has taken a leading role in
promoting the industry’s adoption of ICTI’s
comprehensive workplace standards, which include a comprehensive
factory audit checklist, guidance and corrective action
documents. Hasbro is using the ICTI program as a basis for
monitoring factories and is requiring all of its Far East
manufacturing vendors to become ICTI-certified. Hasbro expects
facilities manufacturing Hasbro products to apply for and
achieve ICTI certification by an approved, independent auditing
company. As of December 31, 2005, approximately 95% of the
vendors Hasbro uses to produce products in the Far East have
received ICTI certification. Hasbro currently expects that its
remaining vendors in the Far East will be ICTI certified in the
first half of 2006. In addition, however, Hasbro will retain the
right to conduct its own audits. Hasbro is pleased with the
continued growth and maturing of the ICTI/CARE program,
including the appointment of the ICTI Governance Board, which
provides greater transparency to industry efforts by combining
leaders with industry experience with leaders from civil society
The ICTI checklist, guidance and corrective action documents can
be found at: http://www.toy-icti.org/info/code.htm.
To conclude, Hasbro is an industry leader in the area of global
working conditions and is proud of its efforts both on behalf of
the Company and the toy industry in general. Given Hasbro’s
strong commitment to the Global Business Ethics Principles, its
extensive outside monitoring program, and its industry activism,
the Board of Directors believes that the Company’s current
program is best suited to ensure compliance and leadership on
this important issue.
For the reasons outlined above, the Board has concluded that the
Company’s current Code of Conduct and compliance programs
and procedures are in the best interests of the Company and its
shareholders and thus is opposed to the shareholder proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST PROPOSAL NO. 3.
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