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

• identifying candidates qualified to become Board members and selecting or recommending
that the Board selects the director nominees for the next annual or special meeting of
shareholders;
• retaining and replacing any independent recruiting firm to identify director candidates,
including fixing such firm’s fees and other retention terms;
• establishing performance-enhancing measures, and assessing and reviewing annually the
performance and effectiveness of the Board, Board committees (subject to Board chair
supervision for the Corporate Governance Committee), committee chairs and Board
members, including the Chairman of the Board;
• reviewing annually and making recommendations to the Board on the adequacy and form
of the compensation for non-executive directors to ensure such compensation realistically
reflects the responsibilities and risk involved, without compromising a director’s
independence; it being understood that directors who are executives of the Corporation
receive no additional remuneration for their services as director;
• reviewing and making recommendations, on an annual basis, on the amount and form of
the Board chair’s and the committee chairs’ compensation;
• retaining and replacing any independent firm to advise on directors’ compensation,
including fixing such firm’s fees and other retention terms.
(b) Overseeing corporate governance matters
• developing and reviewing corporate governance principles applicable to the Corporation in
light of applicable laws, rules and regulations, recommending to the Board any change that
should be made thereto and monitoring the disclosure of such principles;
• reviewing the appropriateness of, and compliance by the Corporation with, the policies and
practices of the Corporation relating to business ethics;
• reviewing, where appropriate, measures for receiving shareholder feedback, and the
adequate public disclosure thereof;
• developing, reviewing and monitoring procedures for meeting the Board's information
needs, including formal and informal access to officers of the Corporation and external
advisors;
• developing, monitoring and reviewing, as applicable, the Corporation’s orientation and
continuing education programs for directors;
• reviewing and overseeing the disclosure of, the Corporation’s Code of Ethics and Business
Conduct (the “Code”), and such other policies as may be approved by the Board from time
to time (the “Policies”), and monitoring compliance and any waiver from compliance with
the Code and the Policies, while ensuring appropriate disclosure of such waiver;
• reviewing the Corporation’s general policy on insider trading and insider reporting, taking
reasonable measures to ensure that such policy as well as the list of blackout periods are
provided to every director and officer of the Corporation and overseeing the appropriate
disclosure of same;
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