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

Required disclosure under the
CSA Disclosure Instrument
5. Ethical Business Conduct
(a) Disclose whether or not the board has adopted a
written code for the directors, officers and
employees. If the board has adopted a written
code:
(i) disclose how a person or company may
obtain a copy of the code;
(ii) describe how the board monitors compliance
with its code, or if the board does not
monitor compliance, explain whether and
how the board satisfies itself regarding
compliance with its code; and
(iii) provide a cross-reference to any material
change report filed since the beginning of
the issuer’s most recently completed
financial year that pertains to any conduct of
a director or executive officer that
constitutes a departure from the code.
(b) Describe any steps the board takes to ensure
directors exercise independent judgement in
considering transactions and agreements in
respect of which a director or executive officer
has a material interest.
(c) Describe any other steps the board takes to
encourage and promote a culture of ethical
business conduct.
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Corporate Governance Practices
at the Corporation
Code of Ethics – The Corporation adopted a Code of
Ethics and Business Conduct in November 2002 (the
“Code of Ethics”).
The Code of Ethics is accessible on the Corporation’s
website at www.gildan.com. A paper copy is also
available upon request from the Corporate Secretary of
the Corporation.
The Corporate Governance Committee is responsible
for monitoring compliance with the Code of Ethics. The
Code of Ethics is distributed to and signed by each of
the Corporation’s employees when they are hired.
In addition, the Corporation conducts an annual
certification process to monitor compliance with the
Code of Ethics and the Corporate Secretary reports the
results of such process to the Board on an annual basis.
No material change report has been required or filed
since the beginning of the Corporation’s most recently
completed financial year.
Process for Dealing with Conflicts of Interest – In
accordance with applicable law, when a conflict of
interest arises, a director is required to disclose his or
her interest and abstain from voting on the matter. In
addition, the Chairman of the Board will ask the
director to leave the room during any discussion
concerning such matter.
Reporting Process – In addition to monitoring
compliance with the Code of Ethics, the Board has
adopted various corporate policies, including the
Reporting Employee Concerns of Questionable Acts
Policy and the Policy for the Receipt, Retention and
Treatment of Complaints Received by Gildan
Activewear Inc. from Non-Employees Regarding
Accounting, Internal Accounting Controls or Auditing
Matters, that provide both employees and nonemployees
with a mechanism for reporting unethical or
questionable acts by the Corporation or employees
thereof.