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

Required disclosure under the
CSA Disclosure Instrument
8. Other Board Committees — If the board has
standing committees other than the audit,
compensation and nominating committees, identify
the committees and describe their function.
9. Assessments — Disclose whether or not the board,
its committees and individual directors are regularly
assessed with respect to their effectiveness and
contribution. If assessments are regularly conducted,
describe the process used for the assessments. If
assessments are not regularly conducted, describe
how the board satisfies itself that the board, its
committees, and its individual directors are
performing effectively.
The CSA Audit Committee Rules and the NYSE
Standards state that the audit committee must be
composed of a minimum of three (3) members, who
must be “independent” directors (as defined in those
rules).
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Corporate Governance Practices
at the Corporation
The only committees of the Board are the Corporate
Governance Committee, the Audit and Finance
Committee and the Compensation and Human
Resources Committee and their mandates are attached
as Schedules “D”, “E” and “F” to this Circular,
respectively.
Each committee of the Board is composed entirely of
“independent” directors within the meaning of the CSA
Disclosure Instrument. In addition, the Board has
determined that all such committees are composed
entirely of “independent directors” within the meaning
of Section 303A(2) of the NYSE Standards.
Assessment Process – On an annual basis, the Corporate
Governance Committee of the Board assesses the
performance and effectiveness of the Board as a whole,
the Board committees, committee chairs and individual
directors. Questionnaires are distributed to each director
for the purpose of (i) evaluating the Board’s
responsibilities and functions, its operations, how it
compares with boards of other companies on which the
directors serve and the performance of the Board’s
committees and (ii) inviting directors to make
suggestions for improving the performance of the
Chairman of the Board, committee chairs and individual
directors. The results of the questionnaires are compiled
on a confidential basis to encourage full and frank
commentary and are discussed at the next regular
meeting of the Corporate Governance Committee. The
Corporate Governance Committee chair then presents
the committee’s findings and recommendations to the
Board.
Composition of the Audit and Finance Committee –
The Audit and Finance Committee consists of four (4)
directors, namely Messrs. Pierre Robitaille (Chairman),
Richard P. Strubel, Gonzalo F. Valdes-Fauli and William
D. Anderson (who joined the committee in May 2006).
The Board has determined that all members of the Audit
and Finance Committee are “independent” within the
meaning of that term in the CSA Audit Committee
Rules. The Board has also determined that all members
of the Audit and Finance Committee are “independent”
within the meaning of Section 303A(6) of the NYSE
Standards.