Mattel 2008 Annual Report Download - page 109

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required under this Item is incorporated herein by reference to sections entitled “Proposal 1
—Election of Directors”; “Section 16(a) Beneficial Ownership Reporting Compliance”; “The Board of Directors
and Corporate Governance—Board Committees—Audit Committee”; and “Report of the Audit Committee” in
the Mattel 2009 Notice of Annual Meeting of Stockholders and Proxy Statement to be filed with the SEC within
120 days after December 31, 2008 (the “Proxy Statement”). Information with respect to the executive officers of
Mattel appears under the heading “Executive Officers of the Registrant” in Part I herein. Mattel has adopted the
Mattel Code of Conduct (the “Code of Conduct”), which satisfies the listing standards of the New York Stock
Exchange (“NYSE”) regarding “code of business conduct and ethics” and satisfies the SEC rules regarding
disclosure of a “code of ethics” for the Chief Executive Officer, Chief Financial Officer and Controller. The
Code of Conduct is publicly available on Mattel’s corporate website at http://www.mattel.com, and the text of
the Code of Conduct will be updated on the website to reflect any amendment. A copy may also be obtained free
of charge by mailing a request in writing to: Secretary, Mail Stop M1-1516, Mattel, Inc., 333 Continental Blvd.,
El Segundo, CA 90245-5012. If Mattel grants any waiver from a provision of the Code of Conduct for any
executive officer or director, or makes any substantive amendment to the SEC-mandated “code of ethics” that
applies to the Chief Executive Officer, Chief Financial Officer or Corporate Controller, Mattel will make
disclosures to the extent required by applicable laws, regulations and stock exchange listing standards on its
corporate website or in a Current Report on Form 8-K. Mattel has posted the Board of Directors’ corporate
governance guidelines and the charters of its Audit, Compensation and Governance and Social Responsibility
Committees of the Board of Directors on its corporate website at http://www.mattel.com. Copies of the corporate
governance guidelines and committee charters may be obtained free of charge by mailing a request to the address
noted above.
Mattel has filed the certification of its Chief Executive Officer with the NYSE for 2008 as required pursuant
to Section 303A.12(a) of the NYSE Listed Company Manual. In addition, Mattel has filed the Sarbanes-Oxley
Act Section 302 certifications of its Chief Executive Officer and Chief Financial Officer with the Securities and
Exchange Commission, which are attached hereto as Exhibit 31.0 and Exhibit 31.1, respectively.
Item 11. Executive Compensation.
The information required under this Item is incorporated herein by reference to sections entitled
“Compensation Disclosures”; “The Board of Directors and Corporate Governance: (1) Board Committees—
Compensation Committee”; and (2) “Compensation Committee Interlocks and Insider Participation” in the Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required under this Item is incorporated herein by reference to sections entitled “Principal
Stockholders”; “Security Ownership of Management”; and “Compensation Disclosure” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this Item is incorporated herein by reference to sections entitled “Certain
Transactions with Related Persons”; and “The Board of Directors and Corporate Governance—Director
Independence” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required under this Item is incorporated herein by reference to the section entitled
“Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy
Statement.
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