The Standards And Corporate Governance Guidelines Of Mattel

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Both Nasdaq director independence standards and Corporate Governance Guidelines of Mattel have strict requirements or rules to evaluate and determine whether these directors on the board are independent members in Mattel. In terms of the Nasdaq director independence rules, independent or outside directors are not allowed to participate in any material and pecuniary management activities and transactions as managers or employees. In addition, executive officers and employees who work in a listed company are not able to qualify independent directors, and members who have intimate relationships with other directors or executive officers also cannot be outside directors. However, the Corporate Governance Guidelines determine that members who take part in the Audit Committee, the Compensation Committee, the Executive Committee, the Finance Committee, and the Governance and Social Responsibility Committee are independent with material transactions and executive managements. As a result, there are ten directors on the board in Mattel, and only Christopher A. Sinclair, the CEO of Mattel, is not independent with the exercise of independent judgement and has no evidence to satisfy requirements of Nasdaq’s and Mattel’s director independence standards. In the other words, there are nine outside directors (90%) and one inside director (10%). According to the 90 percent outside directors on the board, the situation of board independence in Mattel is good enough to understand a wide

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