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

GONZALO F. VALDES-FAULI
Born in 1946
Havana, Cuba
Director since October 2004
Independent (1)
Mr. Valdes-Fauli is Chairman of the Board of BroadSpan Capital LLC, an investment
banking firm specializing in financial advisory services. Mr. Valdes-Fauli retired from
Barclays Bank PLC (a major UK-based global bank) in 2001, where he held the position of
Vice-Chairman, Barclays Capital, and Group CEO, Latin America. He is also Trustee
Emeritus of the University of Miami. Mr. Valdes-Fauli holds a Master’s Degree in
international finance from Thunderbird Graduate School for International Management.
Board/Committee Membership: Attendance (2) : Principal Board Memberships:
Board of Directors
Member of the Audit and Finance Committee
Member of the Corporate Governance Committee
As at: Common Shares (4) DSUs (5)
Dec. 8, 2006
Dec. 15, 2005
13,210
13,210
842.47
576.45
9/9
6/6
4/4
100%
100%
100%
Securities Held:
Total Common Shares
and DSUs
-7-
14,052.47
13,786.45
Options Held (8) :
- Blue Cross Shield of Florida – Health insurance provider
- Republic Bank of Dominican Republic – Financial services provider
- BroadSpan Capital LLC – Investment banking firm
Total Market Value of Common Shares
and DSUs (6) Minimum Required (7)
$818,837
$674,157
US$150,000
Dated Granted Number Exercise Price (9) Total Unexercised Value of Options Unexercised (10)
Nil Nil Nil Nil Nil
(1) “Independent” refers to the standards of independence established under Section 303A(2) of the New York Stock Exchange Listed Company
Manual, Section 301 of the Sarbanes-Oxley Act of 2002 and Section 1.2 of the Canadian Securities Administrators’ National Instrument 58-101
(Disclosure of Corporate Governance Practices).
(2) In addition to attending all meetings of the Board and its committees on which they sit, directors are encouraged to attend and in practice do attend
other committee meetings. Directors are not paid additional fees for such attendance.
(3) Mr. Robert M. Baylis was appointed Chairman of the Board of Directors on August 3, 2004. He was previously the Lead Director of the Board of
Directors.
(4) “Common Shares” refers to the number of Common Shares beneficially owned, or over which control or direction is exercised by the director, as of
December 8, 2006 and December 15, 2005, respectively.
(5) “DSUs” refers to the number of deferred share units held by the director as of December 8, 2006 and December 15, 2005, respectively.
(6) The “Total Market Value of Common Shares and DSUs” is determined by multiplying the closing price of the Common Shares on the Toronto
Stock Exchange (“TSX”) on each of December 8, 2006 ($58.27) and December 15, 2005 ($48.90) respectively, times the number of Common
Shares and deferred share units held as of December 8, 2006 and December 15, 2005.
(7) See “Board of Directors’ Compensation – Stock Ownership Policy for Directors”. For Mr. Chamandy’s minimum requirement as President and
Chief Executive Officer, see “Executive Compensation – Report on Executive Compensation – Shareholding Requirement for the Chief Executive
Officer”.
(8) Common Share option grants were made to non-officer directors as part of their compensation from 1998 until 2001 under the Corporation’s stock
option plan then in effect. Since December 2001, no further options have been granted to non-employee directors under the plan, now the Long
Term Incentive Plan, and the plan has been amended to exclude non-employee directors as eligible participants.
(9) “Exercise Price” is the closing price of the Common Shares on the TSX the day prior to the grant date.
(10) The “Value of Options Unexercised” is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on
December 8, 2006 and the exercise price of the options, multiplied by the number of unexercised options on December 8, 2006.
(11) Mr. Glenn J. Chamandy is not a member of the Board committees. He attends committee meetings at the invitation of the committee chairs.
(12) Of the Common Shares, 5,498,400 are registered in the name of Glenn Chamandy Holdings Corporation.
(13) Publicly-traded company.
No Common Directorships
As of December 8, 2006, no members of the Board of Directors served together on the boards of other public
companies.
Election of Directors
The Board of Directors has adopted a policy providing that in an uncontested election of directors, any nominee
who receives a greater number of votes “withheld” than votes “for” will tender his or her resignation to the Board
of Directors promptly following the shareholders’ meeting. The Corporate Governance Committee will consider the
offer of resignation and will make a recommendation to the Board of Directors on whether to accept it. The Board