NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To ... - Gildan

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SCHEDULE “B” STATEMENT <strong>OF</strong> CORPORATE GOVERNANCE PRACTICES In January 2004, the Canadian Securities Administrators (the “CSAs”) adopted Multilateral Instrument 52-110 (Audit Committees) and certain amendments were made to such instrument, effective June 30, 2005 (the “CSA Audit Committee Rules”). The CSA Audit Committee Rules include requirements regarding audit committee composition and responsibilities, as well as reporting obligations with respect to audit related matters. The Corporation complies with these rules and appropriate disclosure is made, where applicable, in connection therewith in the following table. Reference is also made to the section entitled “Audit Committee Disclosure” of the Annual Information Form of the Corporation dated December 20, 2006, available on www.sedar.com and which may be obtained free of charge, on request, from the Corporate Secretary of the Corporation. In 2005, the CSAs also adopted Multilateral Instrument 58-101 (Disclosure of Corporate Governance Practices) (the “CSA Disclosure Instrument”) and National Policy 58-201 (Effective Corporate Governance) (the “CSA Governance Policy”). The CSA Governance Policy provides guidance on governance practices for Canadian issuers. The CSA Disclosure Instrument requires issuers to make the prescribed disclosure regarding their governance practices. The Corporation believes that its corporate governance practices meet and exceed the requirements of the CSA Disclosure Instrument and the Corporate Governance Policy, as reflected in the disclosure made hereunder. The Corporation has also disclosed, where applicable in the following table, a comparison with requirements of the New York Stock Exchange Corporate Governance Standards (the “NYSE Standards”). The Corporation’s 2006 Annual Information Form, which may be obtained on request from the Corporate Secretary of the Corporation or at www.sedar.com or www.sec.gov, will also contain information pertaining to corporate governance. The Corporation is dedicated to amending its corporate governance practices on an ongoing basis in order to respond to the evolution of best practices. Please also refer to the Corporate Governance Guidelines of the Corporation available on its website at www.gildan.com. 1. Board of Directors Required disclosure under the CSA Disclosure Instrument (a) Disclose the identity of directors who are independent. (b) Disclose the identity of directors who are not independent, and describe the basis for that determination. -28- Corporate Governance Practices at the Corporation Independence – Of the current seven (7) members of the board of directors of the Corporation (the “Board” or the “Board of Directors”), six (6) directors are “independent” within the meaning of the CSA Disclosure Instrument. They are Ms. Sheila O’Brien and Messrs. Robert M. Baylis, William D. Anderson, Pierre Robitaille, Richard P. Strubel and Gonzalo F. Valdes-Fauli. One (1) of the directors, Mr. Glenn J. Chamandy, is the President and Chief Executive Officer of the Corporation and therefore does not qualify as “independent” within the meaning of the CSA Disclosure Instrument.
Required disclosure under the CSA Disclosure Instrument Under the NYSE Standards, a majority of the board members should qualify as “independent directors”. (c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors does to facilitate its exercise of independent judgement in carrying out its responsibilities. (d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. (e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors. Under the NYSE Standards, non-management directors are required to meet regularly without management. -29- Corporate Governance Practices at the Corporation The Board has determined that the six (6) current independent directors qualify as “independent directors”, as that expression is defined in Section 303A(2) of the NYSE Standards. Majority of Independent Directors – Six (6) of our seven (7) current directors and director nominees are independent. Outside Directorships – The directorships of all director nominees are described under the section entitled “Election of Directors – Nominees” in this Circular. In Camera Sessions (Board Meetings) – The independent Board members meet at each regularlyscheduled Board meeting without management under the chairmanship of the independent Chairman of the Board. Four (4) such meetings were held since the beginning of the Corporation’s most recently completed financial year. Interested parties may communicate directly with the Chairman of the Board or with nonmanagement directors as a group regarding any concerns by correspondence marked to the attention of the Chairman of the Board, care of the Corporate Secretary at the address of the Corporation’s head office: 725 Montée de Liesse, Montreal, Québec, Canada, H4T 1P5. In Camera Sessions (Committee Meetings) – The members of the Audit and Finance Committee, who are all independent, also meet at each regularly-scheduled committee meeting without management present. Four (4) such meetings were held since the beginning of the Corporation’s most recently completed financial year. Same as above.
Page 1 and 2: NOTICE OF ANNUAL MEETING OF SHAREHO
Page 3 and 4: Except as otherwise indicated, the
Page 5 and 6: In either case, the purpose of thes
Page 7 and 8: GLENN J. CHAMANDY Born in 1961 Mont
Page 9 and 10: GONZALO F. VALDES-FAULI Born in 194
Page 11 and 12: determined on the basis of the amou
Page 13 and 14: Aggregated Options Exercised During
Page 15 and 16: The Corporate Financial Factor, ROA
Page 17 and 18: Furthermore, the Compensation and H
Page 19 and 20: The President and Chief Executive O
Page 21 and 22: RSUs that is subject to the attainm
Page 23 and 24: applicable Termination Period; (ii)
Page 25 and 26: SECURITIES AUTHORIZED FOR ISSUANCE
Page 27 and 28: The Corporation will require shareh
Page 29: SCHEDULE “A” RESOLUTION TO AMEN
Page 33 and 34: Required disclosure under the CSA D
Page 43 and 44: SCHEDULE “C” MANDATE OF THE BOA
Page 45 and 46: • monitoring the Corporation’s
Page 47 and 48: • identifying candidates qualifie
Page 49 and 50: SCHEDULE “E” MANDATE OF THE AUD
Page 51 and 52: position or operating results of th
Page 53 and 54: Because of the Audit Committee’s
Page 55 and 56: • recommending the appointment of

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To ... - Gildan

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