##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For Fiscal year ended: October 2, 2005
 Commission File number: 01-14830
 GILDAN ACTIVEWEAR INC.
 (Exact name of registrant as specified in its charter)
 Québec, Canada  (Province or other jurisdiction of incorporation or organization)
 2200, 2250, 2300  (Primary standard industrial classification code number, if applicable)
 Not Applicable  (I.R.S. employer identification number, if applicable)
 725 Montée de Liesse, Montréal, Québec, Canada H4T 1P5, (514) 735-2023  (Address and telephone number of registrants principal executive office)
 Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715,(302) 738-6680  Name, address and telephone number of agent for service in the United States
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    The New York Stock Exchange
The Toronto Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
    
    None
None
  þ
    
    Annual Information Form
    
    þ
    
    Audited Annual Financial Statements
  Common Shares:
59,954,530
  Yes o
    
    No þ
  Yes þ
    
    No o




---



##### 



GILDAN ACTIVEWEAR INC.
 ANNUAL INFORMATION FORM
 for the year ended October 2, 2005
     December 22, 2005




---



##### 



GILDAN ACTIVEWEAR INC.
 TABLE OF CONTENTS
 Page1.     CORPORATE STRUCTURE
    
    
    11.1     Name, Address and Incorporation
    
    
    11.2     Intercorporate Relationships
    
    
    22.     GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    32.1     Three Year History
    
    
    33.     DESCRIPTION OF THE BUSINESS
    
    
    53.1     Business Overview
    
    
    53.2     Property, Plants and Equipment
    
    
    123.3     Risk Factors
    
    
    143.4     Employees
    
    
    144.     DIVIDEND POLICY
    
    
    145.     CAPITAL STRUCTURE
    
    
    146.     MARKET FOR SECURITIES
    
    
    157.     DIRECTORS AND OFFICERS
    
    
    168.     AUDIT COMMITTEE DISCLOSURE
    
    
    189.     LEGAL PROCEEDINGS
    
    
    2010.     TRANSFER AGENT AND REGISTRAR
    
    
    2011.     MATERIAL CONTRACTS
    
    
    2012.     INTERESTS OF EXPERTS
    
    
    2013.     ADDITIONAL INFORMATION
    
    
    20APPENDIX A  MANDATE OF THE AUDIT AND FINANCE COMMITTEE
    
    
    22




---



##### 



Except as otherwise indicated, the information contained herein is given as of December
15, 2005, and all dollar amounts set forth herein are expressed in U.S. dollars.
 In this annual information form,  Gildan , the  Corporation , or the words  we ,  our  and
" us  refer, depending on the context, either to Gildan Activewear Inc. or to Gildan Activewear Inc.
together with its subsidiaries.
 The information appearing in the extracts of the documents listed below and specifically
referred to in this Annual Information Form is incorporated herein by reference:
 
    
    2005 Annual Report; and
    
    2005 Notice of Annual Meeting of Shareholders and Management Proxy Circular (the Circular).
 The foregoing documents are available on the SEDAR website at www.sedar.com, on the Edgar
website at www.sec.gov and on the Corporations website at www.gildan.com.
 This Annual Information Form contains certain forward-looking statements, which are based on
Gildans current expectations, estimates, projections and assumptions and were made by Gildan in
light of its experience and its perception of historical trends. All statements that address
expectations or projections about the future, including statements about Gildans strategy for
growth, commodity prices, costs, operating or financial results, are forward-looking statements.
Some of the forward-looking statements may be identified by words like expects, anticipates,
plans, intends, believes, projects, could and similar expressions. These statements are
not guarantees of future performance and involve a number of risks, uncertainties and assumptions.
These statements do not reflect the potential impact of any non-recurring items or of any mergers,
acquisitions, dispositions, other business combinations or other transactions that may be announced
or that may occur after the date hereof. Other factors that could cause results or events to
differ materially from current expectations are described in the Risks section of our
managements discussion and analysis on pages 21 to 45 of our 2005 Annual Report.
 1.
    
    CORPORATE STRUCTURE1.1
    
    Name, Address and Incorporation
 Canada Business Corporations Act
     1




---



##### 



1.2
    
    Intercorporate Relationships
  
    
    Gildan Activewear SRL, a Barbados corporation, which has overall responsibility for
all of our international sales and related activities, such as contract manufacturing,
warehousing, distribution, marketing and customer service;
    
    Gildan Activewear Properties (BVI) Inc., a British Virgin Islands corporation, which
owns the facility in Barbados that houses the executive offices of Gildan Activewear
SRL;
    
    Gildan Activewear San José, S.A., a Honduran corporation, which operates a sewing
facility in San Pedro Sula, Honduras;
    
    Gildan Activewear San Miguel, S.A.a Honduran corporation, which operates a sewing
facility in Choloma, Honduras;
    
    Gildan Activewear San Antonio, S.A., a Honduran corporation, which operates a sewing
facility in Choloma, Honduras;
    
    Gildan Activewear Villanueva, S.A., a Honduran corporation which operates a sewing
facility in Villanueva, Honduras;
    
    Gildan Activewear (Clercine), S.A., a Haitian corporation, which operates two sewing
facilities in Port-au-Prince, Haiti;
    
    Gildan Activewear (San Marcos), S.A., a Nicaraguan corporation, which operates a
sewing facility in San Marcos, Nicaragua;
    
    Gildan Activewear (Rivas), S.A., a Nicaraguan corporation, which operates a sewing
facility in Rivas, Nicaragua;
    
    Gildan Activewear Castaños, S. de R.L. de C.V., a Mexican corporation, which
operates two sewing facilities in Mexico;
    
    Gildan Activewear Mexico, S.A. de C.V., a Mexican corporation, which will be
responsible for sales and distribution in Mexico;
    
    Gildan Activewear Malone, Inc., a New York corporation, which operates a cutting
facility in Bombay, New York;
    
    Gildan Activewear Honduras Textiles Company, S.A., a Honduran corporation, which
operates our integrated textile facility in Rio Nance, Honduras;
    
    Gildan Activewear (UK) Limited, a U.K. corporation, which is responsible for sales
and distribution for our European and Asia/Pacific markets;
    
    Gildan Choloma Textiles, S.A., a Honduran corporation, which will operate our second
integrated textile facility in Rio Nance, Honduras;
    
    Gildan Honduras Hosiery Factory, S.A., a Honduran corporation, which will operate
our integrated sock manufacturing facility in Rio Nance, Honduras;
    
    Gildan Activewear (Eden) Inc., a North Carolina corporation, which operates our
Eden, North Carolina distribution facility;
 2




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##### 




    
    Gildan Activewear (US Holdings) Inc., a Florida Corporation, which owns 50% of CanAm
Yarns, LLC;
    
    Gildan Activewear Dominican Republic Textile Company Inc., a Barbados corporation,
which operates our integrated textile facility in Bella Vista, Dominican Republic; and
    
    Gildan Activewear Properties (Dominican Republic) Inc., a Barbados corporation,
which owns the real estate where our integrated textile facility is located in Bella
Vista, Dominican Republic.
  2.
    
    GENERAL DEVELOPMENT OF THE BUSINESS2.1
    
    Three Year History
  Retail Market Initiative
  Yarn Spinning
    3




---



##### 



Textile Manufacturing
     Sewing
    Distribution
  Capital Expenditures
  Share Structure
  4




---



##### 



Shareholder Rights Plan
  Stock Split
  3.
    
    DESCRIPTION OF THE BUSINESS3.1
    
    Business Overview
     Operating Strategy
  Emphasis on Premium Quality Products.
 5




---



##### 



Competitive Pricing and Low-Cost Operations.
 
    
    investing in modern, automated equipment and facilities;
    
    increasing our capacity through the development of integrated regional hubs in
Central America and the Caribbean Basin, where we benefit from strategic locations and
favourable international trade agreements; and
    
    focusing on producing a narrow range of basic high-volume product-lines, which
allows us to maximize production efficiencies.
 Modern, Vertically-Integrated Operations.
  Experienced Management Team.
 Growth Strategy
     6




---



##### 



Industry Overview
   
    
    continued use of activewear for event merchandising (such as concerts, festivals, etc.);
    
    continued evolution of the entertainment/sports licensing and merchandising businesses;
    
    the growing use of activewear for uniform applications;
    
    the growing use of activewear for corporate promotions;
    
    continued increases in use of activewear products for travel and tourism;
    
    an increased emphasis on physical fitness; and
    
    a greater use and acceptance of casual dress in the workplace.
   Products
 ® ®
 T-shirts
 ® Ô
 7




---



##### 



Fleece Products
 ® ®
 Placket Collar Sport Shirts
 ® ® ®
 Marketing and Sales
   Customers
   8




---



##### 



Raw Materials
   llc
  Quality Control
  Management Information Systems
  Seasonality
  Competition
  9




---



##### 




    
    investing in modern, automated equipment and facilities;
    
    increasing capacity through the development of integrated regional hubs in Central
America and the Caribbean Basin, where we benefit from strategic locations and
favourable international trade agreements; and
    
    focusing on producing a narrow range of basic high-volume product-lines, which
allows us to maximize production efficiencies.
   Trade Regulatory Environment
  World Trade Organization  Elimination of Quotas
   NAFTA
   10




---



##### 



CAFTA
  Other Trade Agreements and Programs
       Intellectual Property
  11




---



##### 



Environmental Regulation
  3.2
    
    Property, Plants and Equipment
 Textile Operations
 Yarn
 Knitting
 Dyeing and Finishing
 Cutting
 Sewing Operations
  Distribution Operations
  12




---



##### 



Properties
  Owned

    
    LeaseLocation
    
    Use

    
    or Leased
    

    Expiration(1)Montreal, Québec
    
    Executive offices
    
    Owned
    
    
    n/aKnitting facility
    
    Owned
    
    
    n/aSt. Michael, Barbados
    
    Executive offices
    
    Owned
    
    
    n/aValleyfield, Québec
    
    Dyeing and finishing facility
    
    Owned
    
    
    n/aMontreal, Québec
    
    Dyeing and finishing facility
    
    Owned
    
    
    n/aBombay, New York
    
    Cutting facility
    
    Leased
    
    
    2006Rio Nance, Honduras
    
    Knitting, dyeing, finishingand cutting facility
    
    Owned
    
    
    n/aBella Vista, Dominican Republic
    
    Knitting, dyeing, finishingand cutting facility
    
    Owned
    
    
    n/aNandaïme, Nicaragua
    
    Idle
    
    Owned
    
    
    n/aSan Pedro Sula, Honduras
    
    Sewing facility
    
    Leased
    
    
    2007Choloma, Honduras
    
    Sewing facility
    
    Leased
    
    
    2007Choloma, Honduras
    
    Sewing facility
    
    Leased
    
    
    2010Villanueva, Honduras
    
    Sewing facility
    
    Leased
    
    
    2008Castaños, Mexico
    
    Sewing facility
    
    Owned
    
    
    n/aSan Buenaventura, Mexico
    
    Sewing facility
    
    Leased
    
    
    2005San Marcos, Nicaragua
    
    Sewing facility
    
    Leased
    
    
    2008Rivas, Nicaragua
    
    Sewing facility
    
    Leased
    
    
    2010Port-au-Prince, Haiti
    
    Sewing facility
    
    Leased
    
    
    2010Port-au-Prince, Haiti
    
    Sewing facility
    
    Leased
    
    
    2010Montreal, Québec
    
    Distribution facility
    
    Owned
    
    
    n/aEden, North Carolina
    
    Distribution facility
    
    Owned
    
    
    n/aMontreal, Québec(2)
    
    Yarn spinning facility
    
    Owned
    
    
    n/aCedartown, Georgia
    
    Yarn spinning facility
    
    Owned(3)
    
    
    n/aClarkton, North Carolina
    
    Yarn spinning facility
    
    Leased(3)
    
    
    2007
 
 (1)
    
    Includes renewals.(2)
    
    The yarn spinning facility in Montreal, Québec shut down in the second quarter of
fiscal 2005.(3)
    
    Jointly with Frontier.  pari passu
 Labour Practices
  13




---



##### 



3.3
    
    Risk Factors
  3.4
    
    Employees
   4.
    
    DIVIDEND POLICY
  5.
    
    CAPITAL STRUCTURE
 First Preferred Shares
 Issuance in Series
  Rank
  Voting Rights
  14




---



##### 



Second Preferred Shares
 Issuance in Series
  Rank
  Voting Rights
  Common Shares
    6.
    
    MARKET FOR SECURITIES
  15




---



##### 



COMMON SHARESToronto Stock Exchange (TSX)
    
    
    New York Stock Exchange (NYSE)Month
    
    
    High
    
    
    
    Low
    
    
    
    Trading Volume
    
    
    Month
    
    
    High
    
    
    
    Low
    
    
    
    Trading VolumeOctober 4 to 31, 2004
    
    
    
    18.37
    
    
    
    
    17.56
    
    
    
    2,505,800
    
    
    October 4 to 31, 2004
    
    
    
    14.78
    
    
    
    
    13.83
    
    
    
    977,800November 2004
    
    
    
    18.60
    
    
    
    
    17.43
    
    
    
    4,049,200
    
    
    November 2004
    
    
    
    15.63
    
    
    
    
    14.23
    
    
    
    1,413,200December 2004
    
    
    
    20.63
    
    
    
    
    18.46
    
    
    
    6,320,800
    
    
    December 2004
    
    
    
    17.22
    
    
    
    
    15.61
    
    
    
    1,944,800January 2005
    
    
    
    22.80
    
    
    
    
    20.30
    
    
    
    5,472,400
    
    
    January 2005
    
    
    
    18.35
    
    
    
    
    16.58
    
    
    
    1,436,200February 2005
    
    
    
    25.25
    
    
    
    
    22.25
    
    
    
    6,527,800
    
    
    February 2005
    
    
    
    20.38
    
    
    
    
    18.18
    
    
    
    2,418,400March 2005
    
    
    
    27.25
    
    
    
    
    24.63
    
    
    
    5,184,000
    
    
    March 2005
    
    
    
    22.35
    
    
    
    
    19.87
    
    
    
    3,003,400April 2005
    
    
    
    28.76
    
    
    
    
    25.03
    
    
    
    4,276,400
    
    
    April 2005
    
    
    
    23.40
    
    
    
    
    20.50
    
    
    
    5,188,800May 2005
    
    
    
    32.00
    
    
    
    
    26.50
    
    
    
    5,931,600
    
    
    May 2005
    
    
    
    25.51
    
    
    
    
    21.11
    
    
    
    4,013,000June 2005
    
    
    
    32.51
    
    
    
    
    29.80
    
    
    
    4,374,600
    
    
    June 2005
    
    
    
    26.54
    
    
    
    
    23.79
    
    
    
    1,929,300July 2005
    
    
    
    36.92
    
    
    
    
    32.98
    
    
    
    5,016,800
    
    
    July 2005
    
    
    
    30.70
    
    
    
    
    26.21
    
    
    
    2,372,000August 2005
    
    
    
    41.28
    
    
    
    
    35.91
    
    
    
    5,405,500
    
    
    August 2005
    
    
    
    34.36
    
    
    
    
    29.20
    
    
    
    3,310,900September 2005
    
    
    
    45.41
    
    
    
    
    38.07
    
    
    
    3,950,200
    
    
    September 2005
    
    
    
    39.13
    
    
    
    
    32.26
    
    
    
    2,773,100October 1 to 2, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1 to 2, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
 7.
    
    DIRECTORS AND OFFICERS
  Name and Municipality of Residence
    
    Age
    
    Principal Occupation
    
    Director SinceRobert M. Baylis (2)(3)(4)
Darien, Connecticut, United States.
    
    
    67
    
    
    Corporate Director
    
    February 1999Glenn J. Chamandy
Montreal, Québec, Canada.
    
    
    44
    
    
    President and Chief Executive Officer of the Corporation
    
    May 1984William H. Houston, III (2)(3)
Memphis, Tennessee, United States.
    
    
    71
    
    
    President, World Trade Link
(an international business consulting firm)
    
    November 1997Sheila OBrien(2)(3)
Calgary, Alberta, Canada.
    
    
    58
    
    
    Special Advisor on student life to the President of the
University of Calgary
    
    June 2005Pierre Robitaille(1)(2)
St-Lambert, Québec, Canada.
    
    
    62
    
    
    Business Advisor and Corporate Director
    
    February 2003Gerald H.B. Ross(1)(3)
Montreal, Québec, Canada.
    
    
    61
    
    
    Executive in Residence of the Faculty of Management,
McGill University
    
    February 2003Richard P. Strubel (1)(3)
Chicago, Illinois, United States.
    
    
    66
    
    
    Vice Chairman and Director of Cardean Learning Group
(a provider of advanced education over the Internet)
Chairman of Broadspan Capital
    
    February 1999Gonzalo F. Valdes-Fauli(1)(2)
Key Biscayne, Florida, United States.
    
    
    59
    
    
    (an investment banking firm specializing in financial
advisory services)
    
    October 2004
 
 (1)
    
    Member of the Audit and Finance Committee.(2)
    
    Member of the Corporate Governance Committee.(3)
    
    Member of the Human Resources and Compensation Committee.(4)
    
    Chairman of the Board. 16




---



##### 



Name and Municipality of Residence
    
    Age
    
    Position held within the CorporationGlenn J. Chamandy (1) (2)
Montreal, Québec, Canada.
    
    
    44
    
    
    President, Chief Executive Officer and DirectorLaurence G. Sellyn (1) (2)
Beaconsfield, Québec, Canada.
    
    
    56
    
    
    Executive Vice-President, Chief Financial and Administrative OfficerMichael R. Hoffman(1)
St. James, Barbados.
    
    
    43
    
    
    President, Gildan Activewear SRLGeorges Sam Yu Sum (1) (2)
Montreal, Québec, Canada.
    
    
    48
    
    
    Executive Vice-President, OperationsGregg Thomassin(1) (2)
Baie DUrfé, Québec, Canada.
    
    
    46
    
    
    Executive Vice-President, Corporate Controller and
Chief Information OfficerBenito Masi(1) (2)
Laval, Québec, Canada.
    
    
    50
    
    
    Executive Vice-President, ManufacturingPeter Iliopoulos(2)
Montreal, Québec, Canada.
    
    
    36
    
    
    Vice-President, TaxationShaun Parmar`(2)
Montreal, Québec, Canada.
    
    
    39
    
    
    Vice-President, Business Development
 
 (1)
    
    Executive Management Committee.(2)
    
    Officers of the Corporation. Glenn J. Chamandy
 Robert M. Baylis
 William H. Houston, III
 Sheila OBrien
 Pierre Robitaille
 Gerald H.B. Ross
 17




---



##### 



Richard P. Strubel
 Gonzalo F. Valdes-Fauli
 Laurence G. Sellyn
 Michael R. Hoffman
 Georges Sam Yu Sum
 Gregg Thomassin
  Benito Masi
 Peter Iliopoulos
 Shaun Parmar
  8.
    
    AUDIT COMMITTEE DISCLOSURE
 Mandate of the Audit and Finance Committee
  18




---



##### 



Composition of the Audit and Finance Committee
  Pierre Robitaille
 Dr. Gerald H.B. Ross
 Richard P. Strubel
 Gonzalo F. Valdes-Fauli
 Pre-Approval of Non-audit Services
 Sarbanes-Oxley Act of 2002
 19




---



##### 



External Auditor Service Fees
 llp
 Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 9.
    
    LEGAL PROCEEDINGS
  10.
    
    TRANSFER AGENT AND REGISTRAR
  11.
    
    MATERIAL CONTRACTS
  12.
    
    INTERESTS OF EXPERTS
 ,
 13.
    
    ADDITIONAL INFORMATION
  20




---



##### 



21




---



##### 



APPENDIX A  MANDATE OF THE AUDIT AND FINANCE COMMITTEE
 Canadian Corporate Governance Standards Sarbanes-Oxley
Act of 2002 US Corporate Governance Standards Audit Committee
 1.
    
    Membership and Quorum
 
    
    a minimum of three directors;
    
    only independent (as contemplated by Canadian Corporate Governance Standards and
US Corporate Governance Standards) directors shall be appointed, the whole as
determined by the Board; no affiliate of the Corporation or any of its subsidiaries
(including any person who, directly or indirectly, controls or is controlled by, or is
under common control with the Corporation, or any director, executive officer, partner,
member, principal or designee of such affiliate) may serve on the Audit Committee; a
member of the Audit Committee shall receive no compensation from the Corporation or any
of its affiliates other than compensation as a director and committee member of the
Corporation; prohibited compensation includes fees paid, directly or indirectly, for
services as a consultant or as legal or financial advisor, regardless of the amount;
    
    each member must be financially literate (as contemplated by Canadian Corporate
Governance Standards and US Corporate Governance Standards), as determined by the
Board;
    
    at least one member must be an audit committee financial expert (as contemplated
by US Corporate Governance Standards), as determined by the Board;
    
    members of the Audit Committee shall be appointed annually by the Board upon
recommendation of the Corporations Corporate Governance Committee; such members may be
removed or replaced, and any vacancies on the Audit Committee shall be filled by the
Board upon recommendation of the Corporations Corporate Governance Committee;
membership on the Audit Committee shall automatically end at such time the Board
determines that a member ceases to be independent as determined in the manner set
forth above;
    
    quorum of majority of members.
 2.
    
    Frequency and Timing of Meetings
 
    
    normally contemporaneously with the Corporations Board meetings;
    
    at least four times a year and as necessary.
 3.
    
    MandateThe responsibilities of the Audit Committee include the following:
 22




---



##### 



(a)
    
    Overseeing financial reporting
 
    
    monitoring the integrity and quality of the Corporations accounting and
financial reporting process, disclosure controls and procedures, and systems of
internal control, through independent discussions with management, the external
auditors and the internal auditors;
    
    reviewing, with management and the external auditors, the annual audited
consolidated financial statements as well as the report of the auditors thereon
to be included in the Annual Report of the Corporation, including the
Corporations MD&A disclosure, prior to their release, filing and distribution;
    
    reviewing, with management and the external auditors, quarterly consolidated
financial statements of the Corporation and accompanying information including
the Corporations MD&A disclosure, prior to their release, filing and
distribution;
    
    reviewing with management and external auditors the financial
information contained in prospectuses, offering memoranda, Annual Information
Form, Annual Report, Management Proxy Circular, Forms 6-K (including
Supplemental Disclosure) and 40-F and any other document required to be
disclosed or filed by the Corporation before their public disclosure or filing
with regulatory authorities in Canada or the United States of America;
    
    reviewing, with management, the level and type of financial
information provided from time to time, to financial markets, including any
earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies;
    
    reviewing with management that adequate procedures are in place for
the review of the Corporations disclosure of financial information extracted or
derived from the Corporations financial statements and periodically assessing
the adequacy of those procedures;
    
    reviewing, with the external auditors and management, the quality,
appropriateness and disclosure of the Corporations accounting principles and
policies, underlying assumptions and reporting practices, and any proposed
changes thereto;
    
    reviewing any analysis or other written communications prepared by
management, the internal auditors or external auditors setting forth significant
financial reporting issues and judgments made in connection with the preparation
of the financial statements, including analyses of the effect of alternative
generally accepted accounting principles methods;
    
    reviewing the external auditors quarterly review engagement
report;
    
    reviewing the compliance of management certification of financial
reports with applicable legislation;
    
    reviewing the potential impact of any litigation, claim or other
contingency and any regulatory or accounting initiatives that could have a
material effect upon the financial position or operating results of the
Corporation and the appropriateness of the disclosure thereof in the documents
reviewed by the Audit Committee;
    
    reviewing the results of the external audit, any significant
problems encountered in performing the audit, and managements response and/or
action plan related to any Management Letter issued by the external auditors and
any significant recommendations contained therein;
    
    reviewing at least annually the Corporations communications policy
and monitoring the Corporations communications with analysts, investors, the
media and the public.
 23




---



##### 



(b)
    
    Monitoring risk management and internal controls
 
    
    receiving periodically managements report assessing the adequacy
and effectiveness of the Corporations disclosure controls and procedures and
systems of internal control;
    
    reviewing insurance coverage (annually and as may otherwise be
appropriate);
    
    taking reasonable measures to ensure that appropriate systems are
in place to identify business risks and opportunities and overseeing the
implementation of processes to manage these risks and opportunities;
    
    reviewing policy parameters for normal derivative transactions to
hedge interest rate and foreign exchange risks and any transaction not within
the parameters;
    
    assisting the Board with the oversight of the Corporations
compliance with, and reviewing the Corporations processes to ensure compliance
with, applicable legal and regulatory requirements;
    
    while ensuring confidentiality and anonymity, establishing
procedures for the receipt, retention and treatment of complaints or concerns
received by the Corporation regarding accounting, internal accounting controls
or auditing matters or employee concerns regarding accounting or auditing
matters;
    
    requesting the performance of any specific audit, as required.
 (c)
    
    Monitoring internal auditors
 
    
    ensuring that the internal auditors have a functional reporting
relationship with the Audit Committee;
    
    ensuring that the internal auditors have access to all levels of
management in order to carry out their duties;
    
    regularly monitoring the internal audit functions performance, its
responsibilities, staffing and budget;
    
    approving the appointment and termination of the Corporations chief internal auditor;
    
    ensuring that the internal auditors are accountable to the Audit Committee and to the Board.
 (d)
    
    Monitoring external auditors
 
    
    recommending the retention and, if appropriate, the removal of
external auditors (both subject to shareholder approval), their compensation, as
well as evaluating and monitoring their qualifications, performance and
independence;
    
    overseeing all relationships between the external auditors and the
Corporation including, determining which non-audit services the external
auditors are prohibited from providing, approving, or pre-approving policies
defining audit and permitted non-audit services provided by the external
auditors, overseeing the disclosure of all audit and permitted non-audit
services provided by the external auditors, and reviewing the total amount of
fees paid by the Corporation to the external auditors for all audit and
non-audit services;
    
    ensuring that the external auditors report directly to the Audit
Committee and that they are accountable to the Audit Committee and to the Board;
 24




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
    
    directly overseeing the external auditors and discussing with them
the quality and not just the acceptability of the Corporations accounting
principles, including (i) all critical accounting policies and practices used,
(ii) any alternative treatments of financial information that have been
discussed with management, the ramification of their use and the treatment
preferred by the external auditors, as well as (iii) any other material written
communications between the Corporation and the external auditors (including any
disagreement with management and the resolution thereof);
    
    reviewing at least annually, a report by the external auditors
describing their internal quality-control procedures; any material issues raised
by their most recent internal quality-control review of their firm, or peer
review, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more audits
carried out by them, to the extent available, and any steps taken to deal with
any such issues;
    
    reviewing at least annually, the formal written statement from the
external auditors stating all relationships the external auditors have with the
Corporation and confirming their independence, and holding discussions with the
external auditors as to any relationship or services that may impact their
objectivity or independence;
    
    reviewing hiring policies for employees or former employees of the
Corporations firm of external auditors;
    
    taking all reasonable steps to ensure the rotation of lead,
concurring and other audit partners, to the extent required by Canadian
Corporate Governance Standards and US Corporate Governance Standards.
 (e)
    
    Reviewing financings
 
    
    reviewing the adequacy of the Corporations financing, including
terms and conditions.
 (f)
    
    Evaluating the performance of the Audit Committee
 
    
    ensuring that processes are in place to annually evaluate the
performance of the Audit Committee.
      25




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26




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A. Undertaking
  B. Consent to Service of Process
  C. Disclosure Controls and Procedures
  D. Changes in Internal Control over Financial Reporting
  E. Audit Committee Financial Experts
  F. Code of Ethics
 www.gildan.com
 G. Principal Accountant Fees and Services
 llp
 Audit Fees




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##### 



Audit-Related Fees
 Tax Fees
 All Other Fees
 www.gildan.com
 H. Off-Balance Sheet Arrangements
 Operating leases and commitments
  Derivative Financial Instruments




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Notional
    
    
    Exchange
    
    
    
    
    
    Notional US dollarAmount
    
    
    Rate
    
    Maturity
    
    Equivalent(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)2005:Sell contracts:Foreign exchange contracts:
    
    
    9,276
    
    
    1.3450 to 1.3721
    
    Oct. 2005 Sept. 2006
    
    $
    12,620£
    4,490
    
    
    1.8707 to 1.8909
    
    Oct. 2005 Sept. 2006
    
    
    8,439CDN$2,800

    
    
    
    0.8610
    
    
    Oct. 2005
    
    
    2,410Buy contracts:Foreign exchange contracts:
    
    CDN$21,400
    
    
    0.7997 to 0.8216
    
    Oct. 2005 - Aug. 2006
    
    $
    17,348
    2,150
    
    
    
    1.2039
    
    
    Oct. 2005
    
    
    2,5882004:Sell contracts:Foreign exchange contracts:
    
    
    1,409
    
    
    1.2703 to 1.2717
    
    Oct. - Dec. 2004
    
    $
    1,791£
    1,002
    
    
    1.7970 to 1.8490
    
    Oct. - Dec. 2004
    
    
    1,836Buy contracts:Foreign exchange contracts:
    
    CDN$38,990
    
    
    0.7251 to 0.7401
    
    Oct. 2004 - May 2005
    
    $
    28,726
  I. Tabular Disclosure of Contractual Obligations
  J. Corporate Governance Guidelines
 www.gildan.com




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SIGNATURES
   GILDAN ACTIVEWEAR INC.By:
    
    /s/ Lindsay MatthewsName:
Title:
    
    Lindsay Matthews
Corporate Secretary




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##### 



EXHIBIT INDEX
 Exhibit No.
    
    Description99.1
    
    
    Managements Discussion and Analysis of the Registrant for the year
ended October 2, 200599.2
    
    
    Audited comparative consolidated financial statements of the
Registrant as at and for the year ended October 2, 200599.3
    
    
    Consent of KPMG llp99.4
    
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)99.5
    
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code99.6
    
    
    Schedule D  Statement of Corporate Governance Practices to the
Registrants Notice of Annual and Special Meeting of Shareholders and
Management Proxy Circular dated as of December 16, 2005 (incorporated
by reference to Exhibit 99.1 of the Registrants Form 6-K (file no.
001-14830) furnished to the Securities and Exchange Commission on
December 23, 2005)