Schedule 14a information


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ten percent of a registered class of the Company's equity securities, to file

with the Securities and Exchange Commission and the New York Stock Exchange

initial reports of ownership and reports of changes in ownership of Common Stock

and other equity securities of the Company. Executive officers, directors and

greater than ten-percent shareholders are required by regulation promulgated by

the Securities and Exchange Commission to furnish the Company with copies of all

Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such

reports furnished to the Company and certain written representations made by

directors and executive officers that no other reports were required during the

last fiscal year ended December 30, 2001, all Section 16(a) filing requirements

applicable to its officers, directors and greater than ten-percent beneficial

owners were complied with.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors (the "Committee") is

comprised solely of outside non-employee directors, each of whom is independent

under the New York Stock Exchange's listing standards.
The Committee operates under a written charter, which is attached to this

Proxy Statement as Appendix A. Under the charter, the Committee's primary

purpose is to assist the Board of Directors in fulfilling its responsibility to

oversee management's conduct of the Company's financial reporting process,

including the preparation of the Company's financial statements and the systems

of internal accounting and financial controls. The independent auditors are

responsible for performing an independent audit of the Company's financial

statements and issuing an opinion that the financial statements conform with

generally accepted accounting principles.
In conducting its oversight function, the Committee discusses with the

Company's internal and independent auditors, with and without management

present, the overall scope and plans for their respective audits. The Committee

meets with the internal and independent auditors, with and without management

present, to discuss the results of their examinations, the evaluations of the

Company's internal controls and the overall quality of the Company's financial

reporting.
The Committee has reviewed and discussed with management the audited

financial statements for the fiscal year ended December 30, 2001. The Committee

has also reviewed with the independent auditors the matters required to be

discussed by Statement on Auditing Standards No. 61 (Communications with Audit

Committees). In addition, the Committee discussed with the independent auditors

their independence from management and the Company has received from the

auditors the written disclosures and letter required by Independence Standards

Board Standard No. 1 (Independence Discussions with Audit Committees).
Based on its review and discussions with management and the independent

auditors referred to in the preceding paragraph, the Committee recommended to

the Board and the Board has approved the inclusion of the audited financial

statements for the fiscal year ended December 30, 2001 in the Company's Annual

Report on Form 10-K for filing with the Securities and Exchange Commission. The

Committee has also recommended and the Board has approved the selection of KPMG

LLP as the independent auditor for fiscal 2002.
Alan R. Batkin, E. Gordon Gee, Claudine B. Malone (Chair) and Norma T.

Pace, as the members of the Audit Committee as of the 2001 fiscal year end.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board, upon recommendation of the Audit Committee of the Board, has

selected KPMG LLP, independent certified public accountants ("KPMG"), to audit

the consolidated financial statements of the Company for the fiscal year ending

December 29, 2002. A representative of KPMG is expected to be present at the

annual meeting, will have the opportunity to make a statement, if so desired,

and will be available to respond to appropriate questions. Set forth below is

certain information concerning aggregate fees billed for professional services

rendered by KPMG during 2001.

Audit Fees.................................................. $2,771,000

Financial Information Systems Design and Implementation

Fees...................................................... $ -0-

All Other Fees.............................................. $3,435,000
The Audit Committee has considered whether the provision of non-audit

services by KPMG is compatible with maintaining KPMG's independence.
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OTHER BUSINESS
Management knows of no other matters that may be presented to the annual

meeting. However, if any other matter properly comes before the meeting, or any

adjournment thereof, it is intended that proxies in the accompanying form will

be voted in accordance with the judgment of the persons named therein.
PROPOSALS BY HOLDERS OF COMMON STOCK
Any proposal which a shareholder of the Company wishes to have considered

for inclusion in the proxy statement and proxy relating to the Company's 2003

annual meeting must be received by the Company at its executive offices no later

than December 5, 2002. The address of the Company's executive offices is 1027

Newport Avenue, Pawtucket, Rhode Island 02862.
In accordance with the By-Laws of the Company, which the Company believes

are consistent with the Articles of Incorporation, any new business proposed by

any shareholder to be taken up at the 2003 annual meeting must be stated in

writing and filed with the Secretary of the Company by December 16, 2002. Except

for proposals made pursuant to the preceding paragraph, the Company will retain

discretion to vote proxies with respect to proposals received prior to December

16, 2002, provided (i) the Company includes in its 2003 annual meeting proxy

statement advice on the nature of the proposal and how it intends to exercise

its voting discretion and (ii) the proponent does not issue a proxy statement.
IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS
In accordance with a notice sent to certain street name shareholders of our

Common Stock who share a single address, only one copy of this proxy statement

and our Annual Report on Form 10-K for the year ended December 30, 2001 is being

sent to that address unless we received contrary instructions from any

shareholder at that address. This practice, known as "householding", is designed

to reduce our printing and postage costs. However, if any shareholder residing

at such an address wishes to receive a separate copy of this proxy statement or

our Annual Report on Form 10-K for the year ended December 30, 2001, he or she

may contact Karen Warren, Investor Relations, Hasbro, Inc., 1027 Newport Avenue,

Pawtucket, Rhode Island 02862, phone (401) 431-8697, and we will deliver those

documents to such shareholder promptly upon receiving the request. Any such

shareholder may also contact Investor Relations using the above contact

information if he or she would like to receive separate proxy statements and

annual reports in the future. If you are receiving multiple copies of our annual

report and proxy statement, you may request householding in the future by

contacting Investor Relations at the address set forth above.
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COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been or will be

borne by the Company. In addition to solicitation by mail, arrangements will be

made with brokerage houses and other custodians, nominees and fiduciaries to

send proxies and proxy material to their principals and the Company will

reimburse them for any reasonable expenses incurred in connection therewith. The

Company has also retained Morrow & Co., Inc. to aid in the solicitation of

proxies at an estimated cost of $4,000 plus reimbursement of reasonable

out-of-pocket expenses. In addition to use of mail, proxies may be solicited by

officers and employees of the Company or of Morrow & Co., Inc. in person or by

telephone.
It is important that your shares be represented at the meeting. If you are

unable to be present in person, you are respectfully requested to vote by

Internet, by telephone or by marking, signing and dating the enclosed proxy and

returning it in the pre-addressed envelope as promptly as possible. No postage

is required if mailed in the United States.
By Order of the Board of Directors
Barry Nagler

Secretary
Dated: April 4, 2002

Pawtucket, Rhode Island
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APPENDIX A
CHARTER OF THE AUDIT COMMITTEE

OF

THE BOARD OF DIRECTORS

OF

HASBRO, INC.
PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist

the Board of Directors (the "Board") of Hasbro, Inc. (the "Company") in

fulfilling its responsibility to oversee management's conduct of the Company's

financial reporting process, the financial reports provided by the Company, the

Company's systems of internal accounting and financial controls, and the annual

independent audit of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to

investigate any matter brought to its attention with full access to all books,

records, facilities and personnel of the Company and the power to retain outside

counsel, auditors or other experts for this purpose. The Board and the Committee

are in place to represent the Company's shareholders; accordingly, the outside

auditor is ultimately accountable to the Board and the Committee.
The Committee shall review and reassess the adequacy of this Charter on an

annual basis.
STRUCTURE, PROCESSES AND MEMBERSHIP
The Committee shall be comprised of not less than three members of the

Board, and the Committee's composition will meet the requirements of the Audit

Committee Policy of the New York Stock Exchange.
Accordingly, all of the members will be directors:
1. Who have no relationship to the Company that may interfere with the

exercise of their independence from management and the Company; and
2. Who are financially literate or who become financially literate

within a reasonable period of time after appointment to the Committee. In

addition, at least one member of the Committee will have accounting or

related financial management expertise.
Committee members shall be appointed by the Board, which shall designate

the Audit Committee Chair, who shall preside over meetings of the Committee. The

Committee shall hold at least three scheduled meetings during each year. A

majority of the members of the Committee shall constitute a quorum for doing

business. All actions of the Committee shall be taken by a majority vote of the

members of the Committee present at the meeting, provided a quorum is present.
KEY RESPONSIBILITIES
The Committee's job is one of oversight and it recognizes that the

Company's management is responsible for preparing the Company's financial

statements and that the outside auditors are responsible for auditing those

financial statements. Additionally, the Committee recognizes that the Company's

management, as well as the outside auditors, have more time, knowledge and more

detailed information with respect to the Company than do Committee members;

consequently, in carrying out its oversight responsibilities, the Committee is

not providing any expert or special assurances as to the Company's financial

statements or any professional certification as to the outside auditor's work.
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The following functions shall be the common recurring activities of the

Committee in carrying out its oversight function. These functions are set forth

as a guide with the understanding that the Committee may diverge from this guide

as appropriate given the circumstances.
- The full Board, as assisted by the Committee, shall have the ultimate

authority and responsibility to select, evaluate and, where appropriate,

replace the outside auditor.
- The full Board, as assisted by management, the outside auditors and the

Committee, shall have the ultimate authority and responsibility to

include the audited financial statements in the Company's Annual Report

on Form 10-K (or the Annual Report to Shareholders if distributed prior

to the filing of Form 10-K).
- The Committee shall review with management and the outside auditors the

audited financial statements to be included in the Company's Annual

Report on Form 10-K (or the Annual Report to Shareholders if distributed

prior to the filing of Form 10-K) and review and consider with the

outside auditors the matters required to be discussed by Statement of

Auditing Standards ("SAS") No. 61, and shall be responsible for

recommending to the full Board the inclusion of the Company's audited

financial statements in the Form 10-K.
- As a whole, or through the Committee chair, the Committee shall review

with management and the outside auditors the Company's interim financial

results to be included in the Company's quarterly reports to be filed

with the Securities and Exchange Commission and the matters required to

be discussed by SAS No. 61, within the time periods set forth in SAS No.

71.
- The Committee shall discuss with management and the outside and internal

auditors the quality and adequacy of the Company's internal controls.
- The Committee shall:
- request from the outside auditors annually, a formal written

statement delineating all relationships between the auditor and the

Company consistent with Independence Standards Board Standard Number

1;
- actively engage in a dialogue with the outside auditors with respect

to any such disclosed relationships or services and their impact on

the outside auditor's objectivity and independence; and
- recommend that the Board take appropriate action in response to the

outside auditors' report to satisfy itself of the auditors'

independence.
- review the arrangements for and scope of the outside audit and the

fees proposed for such audit.
- review the appointment, performance, replacement, reassignment, or

dismissal of the Vice President -- Internal Audit.
- ask management, the Vice President -- Internal Audit and the outside

auditors about significant risks or exposures and assess steps to

minimize such risks to the Company.
- review with the Vice President -- Internal Audit and management, the

Internal Audit plan, scope, staffing and result of work performed,
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