The primary purposes of the Governance and Social Responsibility
Committee (the “Committee”) are (a) to assist the Board of Directors (the
“Board”) of Mattel, Inc. (the “Company”) by identifying individuals
qualified to become Board members, consistent with the criteria approved by
the Board, and to select, or to recommend that the Board select, the
director nominees for the next annual meeting of shareholders; (b) to
develop and recommend to the Board the Corporate Governance Guidelines
applicable to the Company; (c) to lead the evaluation of the Board’s
performance; (d) to recommend to the Board director nominees for each
committee; (e) to assist the Board with oversight and review of social
responsibility matters such as sustainability, corporate citizenship,
community involvement, global manufacturing principles, public policy
matters and environmental, health and safety issues; and (f) to provide
oversight with regard to philanthropic activities of the Company. The
Committee also works closely with the Chief Executive Officer and other
members of the Company’s management to assure that the Company is governed
effectively and smoothly.
The Committee shall consist of not less than three members of the
Board. The members and Chair of the Committee shall be appointed by the
Board, on the recommendation of the Committee, and shall serve at the
discretion of the Board. The members of the Committee shall meet the
independence requirements of the New York Stock Exchange.
Committee Organization and Procedures
The Chair (or in his or her absence, a member designated by the Chair)
shall preside at all meetings of the Committee. The Committee shall have
the authority to establish its own rules and procedures consistent with the
bylaws of the Company for notice and conduct of its meetings, should the
Committee, in its discretion, deem it desirable to do so. The Committee
shall meet at least two times in each fiscal year, and more frequently as
the Committee in its discretion deems desirable. The Committee, through its
Chair, shall report periodically, as deemed necessary or desirable by the
Committee, but at least annually, to the Board regarding the Committee’s
actions and recommendations.
The Committee shall have access to, and shall at its discretion meet
with, any officer or other employee of the Company or its subsidiaries. The
Committee may, in its discretion, utilize the services of the Company’s
regular corporate legal counsel with respect to legal matters or, at its
discretion, retain other legal counsel if it determines that such counsel
is necessary or appropriate under the circumstances.
The Committee shall have the sole authority to retain and terminate any
search firm to be used to identify director candidates or assist the
Committee in making its annual assessment of the Board’s performance and
shall have sole authority to approve such search firm’s fees and other
retention terms. The Committee shall also have authority to obtain advice
and assistance from internal or external legal, accounting or other
Authority and Responsibilities
The Committee shall have the following powers and duties:
1. On an annual basis, the Committee shall review and make
recommendations to the Board concerning the appropriate skills and
characteristics required of Board members in the context of the current
make-up of the Board. This review shall include an assessment of the talent
base, skills, areas of expertise and experience, diversity and independence
of the Board and its members, and consideration, of any changes that may
have occurred in any director’s responsibilities, as well as such other
factors as may be determined by the Committee to be appropriate for review,
all in the context of an assessment of the perceived needs of the Board at
that point in time.
2. The Committee shall actively seek individuals qualified to become
Board members for recommendation to the Board. The Committee shall, with
input from the Board Chair, screen candidates to fill vacancies on the
Board; solicit recommendations from Board members as to such candidates;
and consider suggestions for Board membership submitted by stockholders in
accordance with the notice provisions and procedures set forth in the
Company’s bylaws. Prior to selection, a candidate will personally meet with
at least two members of the Committee. The Committee shall recommend that
the Board select director nominees for each annual meeting of shareholders.
The full Board shall be responsible, in fact as well as procedure, for
selecting the nominees to the Board.
3. An annual report will be made to the Board on succession planning.
The entire Board will work with the Committee to nominate and evaluate
successors to the Chief Executive Officer and/or Board Chair when a vacancy
occurs. The Chief Executive Officer and/or Board Chair will make available
his or her recommendations and evaluations of potential successors, along
with a review of any development plans recommended for those individuals.
4. The Committee shall evaluate Company policies relating to the
recruitment of directors, including D&O insurance and indemnification
provisions of the Company’s Bylaws, and make recommendations to the Board,
or any appropriate Board committee, regarding such matters.
5. The Committee shall review periodically with the Company’s General
Counsel, in the light of changing conditions, new legislation, regulations and
other developments, the Company’s Guidelines on Corporate Governance, and
make recommendations to the Board for any changes, amendments and
modifications to the Guidelines that the Committee shall deem desirable.
6. After receiving comments from all the Board’s directors, the
Committee shall report annually to the Board an assessment of the Board’s
and its committees’ performance. This assessment will focus on the Board’s
contribution to the Company as a whole and specifically focus on areas in
which the Board and/or the management believe that the Board could improve.
The Committee shall ensure that all Board members are active contributors
to the governance process.
7. The Committee shall review the continued appropriateness of Board
membership in the event
that individual directors change the nature of their primary employment.
8. The Committee shall make recommendations to the Board with regard to
membership of Board committees. In making such recommendations the
Committee shall consider the desires of individual directors and the input
of the Board Chair.
9. The Committee shall review the corporate social responsibility
initiatives established by management to assist the Company in
appropriately addressing its social responsibilities and the public interest
in the Company's affairs, including issues of concern to the Company's
shareholders, the business community and the general public. The Committee
shall review developments in legislation, regulation, litigation and public
discourse that are identified by management as potentially having a
significant impact on the Company as a global corporate citizen.
10. The Committee shall review with management the impact of the
Company's business operations and business practices with respect to issues
such as environmental, health and safety matters, sustainability, corporate
citizenship, community involvement, diversity and equal opportunity
11. The Committee shall receive reports from management at least
annually with regard to the implementation and audits of the Company's
Global Manufacturing Principles, as well as the Company's work with
industry organizations and non-governmental organizations. The Committee
shall review with management any proposed public Corporate Social
12. The Committee shall review with management the Company's policies,
programs and activities with regard to philanthropy and charitable
contributions. The Committee shall annually recommend to the Board the
donation to be made by the Company to the Mattel Children's Foundation.
13. The Committee shall annually review any stockholder proposals that
deal with governance or social responsibility matters and make
recommendations to the Board regarding the Company's response to such
14. The Committee shall review with management the Company's key public
policy positions and the manner in which the Company conducts significant
public policy and government relations activities.
15. The Committee shall review and reassess the adequacy of this Charter
periodically, and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.
16. The Committee may form and delegate authority to subcommittees when