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

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Required disclosure under the CSA Disclosure Instrument The CSA Audit Committee Rules state that the audit committee must review and approve the issuer’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer. The CSA Audit Committee Rules state that the audit committee must have the authority: (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties; (b) to set and pay the compensation for any advisors employed by the audit committee; and (c) to communicate directly with the internal and external auditors. * * * * * * * -40- Corporate Governance Practices at the Corporation External Auditors Hiring Policy – The mandate of the Audit and Finance Committee provides that the committee is responsible for reviewing hiring policies for employees or former employees of the Corporation’s firm of external auditors. Engagement of Independent Counsel – In performing its responsibilities, the Board or a committee of the Board may, as required and subject to the approval of the Board, engage an outside adviser at the expense of the Corporation. The mandate of the Audit and Finance Committee states that the committee may obtain advice and assistance from outside legal, accounting or other advisors and so advise the Chairman of the Board and, if appropriate, the external auditors; the Audit and Finance Committee makes arrangements for the appropriate funding for payment of the external auditors and any advisors retained by it. The Corporation provides appropriate funding for the Audit and Finance Committee, including the payment of all outside legal, accounting and other advisors retained by the committee.
SCHEDULE “C” MANDATE <strong>OF</strong> THE BOARD <strong>OF</strong> DIRECTORS The Board of Directors (the “Board”) is responsible for the supervision of the management of the Corporation’s business and affairs, with the objective of increasing shareholder value. Although management conducts the day-to-day operations of the Corporation, the Board has a duty of stewardship and regularly assesses and monitors management’s performance. In spite of the fact that directors may be elected by the shareholders to bring a special expertise or point of view to Board deliberations, they are not chosen to represent a particular constituency. All decisions of each Board member must be made in the best interest of the Corporation. Directors are expected to attend all Board meetings and review all meeting materials in advance. They are expected to take an active part in the Board decisions. From time to time, the Board may formally adopt and review mandates for its committees and may, in addition, delegate certain tasks to its committees. However, such mandates and delegation of tasks do not relieve the Board of its overall responsibilities. The Board approves all matters expressly required herein, under the Canada Business Corporations Act and other applicable legislation, rules and regulations and the Corporation’s Articles and By-laws. 1. Membership and Quorum The Board is composed of a minimum of 5 and a maximum of 10 members. The Board is constituted with a majority of individuals who qualify as independent directors, as determined by the Board. The quorum at any meeting of the Board is a majority of directors in office. 2. Frequency of Meetings • at least four times a year and as necessary. 3. Mandate The responsibilities of the Board include the following: (a) With respect to strategic planning • approving the Corporation’s long-term strategy, taking into account, amongst other matters, business opportunities and risks; • approving and monitoring the implementation of the Corporation’s annual business plan; • advising management on strategic issues. (b) With respect to human resources and performance assessment • choosing the Chief Executive Officer (“CEO”) and approving the appointment of other officers of the Corporation; -41-
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 and 30: SCHEDULE “A” RESOLUTION TO AMEN
Page 31 and 32: Required disclosure under the CSA D
Page 41: Required disclosure under the CSA D
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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