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

Required disclosure under the
CSA Disclosure Instrument
(c) If the board has a nominating committee,
describe the responsibilities, powers and
operation of the nominating committee.
7. Compensation
(a) Describe the process by which the board
determines the compensation for the issuer’s
directors and officers.
(b) Disclose whether or not the board has a
compensation committee composed entirely of
independent directors. If the board does not have
a compensation committee composed entirely of
independent directors, describe what steps the
board takes to ensure an objective process for
determining such compensation.
Under the NYSE Standards, the compensation
committee should be composed solely of
“independent directors” and should have its own
charter.
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Corporate Governance Practices
at the Corporation
Responsibilities of the Corporate Governance
Committee – The Board has adopted a formal mandate
for the Corporate Governance Committee, which is
attached as Schedule “D” to this Circular.
The mandate of the Corporate Governance Committee
provides that the committee is responsible for
monitoring the composition and performance of the
Board and its committees. The committee identifies
candidates qualified to become Board members and
regularly assesses the competencies, skills, personal
qualities, availability, geographical representation,
business background and diversified experience of the
Board members and the Corporation’s circumstances
and needs. The committee also reviews annually the
performance and effectiveness of the Board, its
committees, committee chairs and Board members.
Compensation Determination Process – The
compensation of the directors and senior managers is
determined annually by the Board based on the reviews
and recommendations of its Corporate Governance and
Compensation and Human Resources Committees,
respectively. The Board has determined that such
compensation realistically reflects the responsibility and
risks undertaken by the Corporation’s directors and
senior managers and serves to align the interests of the
directors and senior managers with the interests of the
shareholders of the Corporation. See the section entitled
“Board of Directors’ Compensation” in this Circular for
information about the compensation received by
outside directors.
Composition of the Compensation and Human
Resources Committee – All members of the Corporate
Governance and Compensation and Human Resources
Committees are “independent” within the meaning of the
CSA Disclosure Instrument. The members of the
Compensation and Human Resources Committee are
Mr. Richard P. Strubel (Chairman), Mr. Robert M.
Baylis, Ms. Sheila O’Brien and Mr. William D.
Anderson (who joined the committee in May 2006).
The Board has determined that the members of the
Compensation and Human Resources Committee are
“independent directors” within the meaning of
Section 303A(2) of the NYSE Standards.