Hasbro’s operations are managed by Hasbro’s executive team, headed by Hasbro’s Chief Executive Officer. Hasbro’s Board of Directors is elected annually by the Company’s shareholders to appoint and oversee the Company’s executive management and the conduct of the Company’s business. The Board of Directors is the ultimate decision-making body of the Company, except with respect to matters reserved directly to the Company’s shareholders. A list of the members of the Company’s Board, along with their principal occupations, is available below.

Hasbro is committed to good corporate governance and accountability to its shareholders as critical factors in achieving business success.

All of the Company’s employees, officers and Board members are subject to the Hasbro Code of Conduct, which regulates many areas and requires ethical conduct and legal compliance. A copy of the Company’s Code of Conduct is available below.

In carrying out its duties, the Board of Directors follows the Company’s Corporate Governance Principles, which are available below.

We believe Hasbro was the first public company in the toy industry to specifically elevate issues of corporate social responsibility to the level of being within the specific responsibility of a Board committee. The Nominating, Governance, and Social Responsibility Committee deals with a host of CSR issues, including sustainability, manufacturing ethics, diversity, philanthropy, and the Company’s obligations to the communities within which it operates.

Among its other responsibilities, the Nominating, Governance, and Social Responsibility Committee of the Board is also responsible for screening potential director candidates and recommending nominees for election to the Board. In considering potential candidates, the Committee and the Board consider a number of factors, including employment and other professional experience, expertise and involvement in areas that are of relevance to the Company’s business, business ethics and professional reputation, other Board experience, and the desire to have a Board that represents a diverse mix of backgrounds, perspectives and expertise. The Board also seeks to have a majority of directors who have been determined to be independent in accordance with the Company’s Standards for Director Independence, a copy of which is available below.

In addition to the Nominating, Governance, and Social Responsibility Committee, the Board of Directors has established four other committees to assist the Board in its oversight of the Company’s business. Those committees are (i) Audit, (ii) Compensation, (iii) Executive and (iv) Finance. These five committees operate pursuant to written charters, copies of which are available below. Also available below is a list of the current members of each of the five Board committees.