##### 



EXHIBIT 99.1
 
  Corporation
 Meeting
 (a)
    
    receiving the consolidated financial statements of the Corporation for the financial
year ended October 2, 2005, together with the auditors report thereon;(b)
    
    electing six (6) directors for the ensuing year;(c)
    
    considering and, if deemed advisable, adopting a resolution (the full text of which is
reproduced as Schedule A to the accompanying management proxy circular) amending the
Corporations Long Term Incentive Plan in order to, among others, fix the number of Common
Shares issuable thereunder at 3,000,158, the whole as described in the accompanying
management proxy circular;(d)
    
    appointing auditors for the ensuing year; and(e)
    
    transacting such other business as may properly come before the Meeting.
  By order of the Board of Directors,-s- Lindsay MatthewsLindsay Matthews, Director, Legal Servicesand Corporate Secretary
 Shareholders may exercise their rights by attending the Meeting or by completing a form of proxy.
If you are unable to attend the Meeting in person, please complete, date and sign the enclosed form
of proxy and return it in the envelope provided for that purpose. Proxies must be received by the
transfer agent and registrar of the Corporation (Computershare Investor Services Inc., 100
University Avenue, 9 th Floor, Toronto, Ontario, Canada M5J 2Y1) no later than 5:00 p.m.
on the last business day preceding the day of the Meeting or any adjournment thereof. Your shares
will be voted in accordance with your instructions as indicated on the proxy.
 Les actionnaires qui préféreraient recevoir la circulaire de sollicitation de procurations de la
direction en français nont quà en aviser le secrétaire corporatif de la Société.




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##### 



MANAGEMENT PROXY CIRCULAR
Table of Contents
 Solicitation of Proxies
    
    
    1Appointment of Proxy
    
    
    1Revocation of Proxy
    
    
    1Exercise of Discretion by Proxies
    
    
    1Voting Shares and Principal Holders Thereof
    
    
    2Non-Registered Shareholders
    
    
    2Election of Directors
    
    
    32005 Compensation of Outside Directors
    
    
    6Corporations Stock Ownership Policy for Directors
    
    
    6Deferred Share Unit Plan
    
    
    6Executive Compensation
    
    
    7Summary Compensation Table
    
    
    7Short Term Incentive Program
    
    
    7Long Term Incentive Plan
    
    
    8RRSP/DPSP/SRSP Program
    
    
    11Defined Benefit Plan
    
    
    11Employment Agreements and Change of Control Agreements
    
    
    11Composition of the Compensation and Human Resources Committee
    
    
    12Report on Executive Compensation
    
    
    12Performance Graph
    
    
    14Securities Authorized for Issuance Under Equity Compensation Plans
    
    
    14Employee Share Purchase Plan
    
    
    15Indebtedness of Directors and Officers
    
    
    15Statement of Corporate Governance Practices
    
    
    16Directors and Officers Liability Insurance
    
    
    16Normal Course Issuer Bid
    
    
    16Amendment of the Long Term Incentive Plan
    
    
    16Appointment of Auditors
    
    
    17Additional Information
    
    
    18Shareholder Proposals for 2007 Annual Meeting
    
    
    18Approval of Management Proxy Circular
    
    
    18Schedule A Resolution to Amend the Long Term Incentive Plan
    
    
    19Schedule B Record of Attendance By Directors
    
    
    20Schedule C List of Committee Members
    
    
    21Schedule D Statement of Corporate Governance Practices
    
    
    22Schedule E Mandate of the Board of Directors
    
    
    37Schedule F Mandate of the Corporate Governance Committee
    
    
    40Schedule G Mandate of the Audit and Finance Committee
    
    
    43Schedule H Mandate of the Compensation and Human Resources Committee
    
    
    48




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##### 



Except as otherwise indicated, the information contained herein is given as of December
15, 2005. Although the Corporation has adopted the U.S. dollar as its functional and reporting
currency with effect from the beginning of its 2004 fiscal year, most compensation amounts
described herein are in Canadian dollars. For this reason, among others, all dollar amounts set
forth herein are expressed in Canadian dollars and the symbol $ refers, to the Canadian dollar,
unless otherwise indicated.
  Circular Corporation Meeting Notice of Meeting
  Each shareholder has the right to appoint a person other than the persons
designated in the enclosed form of proxy to represent such shareholder at the Meeting. th
    If no instructions are given, the shares will be voted FOR the election of the
nominees of the board of directors of the Corporation (the Board of Directors or the Board) as
directors, FOR the resolution amending the Corporations Long Term Incentive Plan in order to,
among others, fix the number of common shares issuable thereunder at 3,000,158, the whole as
described in this Circular, and FOR the appointment of KPMG llp as auditors. The
enclosed form of proxy confers discretionary authority upon the persons named therein
 1




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##### 



Common
Shares
 Record Date
   Non-Registered Holder Intermediary Meeting Materials
 (a)
    
    typically, be provided with a computerized form (often called a voting instruction
form) which is not signed by the Intermediary and which, when properly completed and
signed by the Non-Registered Holder and returned to the Intermediary or its service
company, will constitute voting instructions which the Intermediary must follow. The
Non-Registered Holder will generally be given a page of instructions which contains a
removable label containing a bar-code and other information. In order for the applicable
computerized form to validly constitute a voting instruction form, the Non-Registered
Holder must remove the label from the instructions and affix it to the computerized form,
properly complete and sign the form and submit it to the Intermediary or its service
company in accordance with the instructions of the Intermediary or service company. In
certain cases, the Non-Registered Holder may provide such voting instructions to the
Intermediary or its service company through the Internet or through a toll-free telephone
number; or(b)
    
    less commonly, be given a proxy form which has already been signed by the Intermediary
(typically by a facsimile, stamped signature), which is restricted to the number of shares
beneficially owned by the Non-Registered Holder but which is otherwise not completed. In
this case, the Non-Registered Holder who wishes to submit a proxy should properly complete
the proxy form and submit it to Computershare Investor Services Inc. (Attention: Proxy
Department), 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1.
  2




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##### 



In all cases, Non-Registered Holders should carefully follow the instructions of their
Intermediary, including those regarding when, where and by what means the voting instruction form
or proxy form must be delivered.
   Except where authority to vote on the election
of directors is withheld, the persons named in the enclosed form of proxy or voting instruction
form intend to vote FOR the election of the nominees whose names are hereinafter set forth If prior to the Meeting, any of the nominees shall be unable or, for any reason, shall
become unwilling to serve as a director, it is intended that the discretionary power granted by the
form of proxy or voting instruction form shall be used to vote for any other person or persons as
directors, unless such shareholder has specified in the form of proxy or voting instruction form
that his or her shares are to be withheld from voting on the election of directors.
   3




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##### 



Name, municipality of residence and principal
    
    Director
    
    Position on committeesoccupation
    
    since
    
    of the Board
    
    Holdings(1)Robert
M. Baylis,born in 1938
Darien, Connecticut, United States
    
    February
1999
    
    Chairman of the Board of
Directors(2)
    
    Common Shares
    
    40,000Corporate Director.
    
    
    
    Chairman of the CorporateGovernance Committee
    
    Stock OptionsDeferred Share Units
    
    21,650NilMr. Baylis serves as a director of several
large corporations, including the New York Life
Insurance Company, Host Marriott Corporation
(luxury hotels and resorts), Covance Inc. (drug
development products and services provider),
and PartnerRe Ltd. (multi-line reinsurance
provider).
    
    
    
    Member of the Compensation
and Human Resources
CommitteeGlenn
J. Chamandy,born in 1961
Montreal, Québec, Canada
    
    May
1984
    
    
    
    Common Shares(3)
    
    5,526,400President and Chief Executive Officer of the
Corporation.
    
    
    
    
    
    Stock Options
    
    NilMr. Chamandy is one of the founders of the
Corporation and has been involved in various
Chamandy family textile and apparel businesses
for over twenty years.
    
    
    
    
    
    Deferred Share Units
    
    NilSheila OBrien,born in 1947
Calgary, Alberta, Canada
    
    June
2005
    
    Member of the Compensation
and Human Resources Committee
    
    Common Shares
    
    3,200Special Advisor on student life to the
President of the University of Calgary.
    
    
    
    Member of the Corporate Governance Committee
    
    Stock OptionsDeferred Share Units
    
    Nil160.12Ms. OBrien previously pursued her career at
NOVA Chemicals Corporation, a producer of
commodity plastics and chemicals, where she
was Senior Vice-President, Human Resources,
Public Affairs, Investor and Government
Relations.Ms. OBrien also serves on the board of
directors of MaRS (Medical and Related
Sciences), a research and development centre
to promote research in life services, and
Vartana, an innovative bank concept to support
voluntary sector organizations.
 4




---



##### 



Name, municipality of residence and principal
    
    Director
    
    Position on committeesoccupation
    
    since
    
    of the Board
    
    Holdings(1)Pierre Robitaille,born in 1943
St-Lambert, Québec, Canada
    
    February
2003
    
    Chairman of the Audit and
Finance Committee
    
    Comman Share
    
    
    10,000Business Advisor and Corporate Director.
    
    
    
    Member of the Corporate Governance Committee
    
    Stock Options
    
    NilMr. Robitaille previously pursued his career at
SNC-Lavalin Group Inc., an
engineering-construction firm, where he was
Executive Vice-President and Chief Financial
Officer from 1990 to 1998. Prior to this,
Mr. Robitaille was in public practice for more
than twenty years with the public accounting and
management consulting firm of Ernst & Whinney,
where he held the positions of Managing Partner
of the Montreal Office, President of the firm in
Québec, and member of its national board of
directors.
Mr. Robitaille also serves on the board of directors of Cogeco Cable
Inc. and Cogeco Inc. (providers of cable TV, Internet and broadcast
services), Swiss Re Company of Canada and Swiss Re Life & Health
Co. Canada (global reinsurance company).
    
    
    
    
    
    Deferred Share Units
    
    NilRichard
P. Strubel,born in 1939 Chicago,
Illinois, United States
    
    February
1999
    
    Chairman of the Compensation
and Human Resources Committee
    
    Common Shares
    
    
    12,000Vice Chairman and Director
of Cardean Learning Group, a provider of advanced
education over the Internet.
    
    
    
    Member of the Audit and
Finance Committee
    
    Stock Options
    
    
    22,288Mr. Strubel also
serves on the board of directors of the Northern
Funds and Northern Institutional Funds of The
Northern Trust (financial services provider) and
the mutual funds of Goldman Sachs & Co.
    
    
    
    
    
    Deferred Share Units
    
    NilGonzalo F.
Valdes-Fauli,born in 1946
Havana, Cuba
    
    October
2004
    
    Member of the Audit and
Finance Committee
    
    Common Shares
    
    
    13,210Chairman of Broadspan Capital, an investment
banking firm specializing in financial advisory
services.
    
    
    
    Member of the Corporate
Governance Committee
    
    Stock Options
    
    NilMr. Valdes-Fauli retired from Barclays Bank PLC
(a major UK-based global bank) in 2001 when he
held the position of Vice Chairman, Barclays
Capital, and Group CEO Latin America.
Mr. Valdes-Fauli serves on the board of
directors of Blue Cross and Blue Shield of
Florida (health insurance provider), Knight
Ridder, Inc. (newspaper and Internet publishing)
and as Chairman of Republic Bank (financial
services provider), Dominican Republic. He is
also Trustee Emeritus of the University of Miami.
    
    
    
    
    
    Deferred Share Units
    
    
    576.45
 
 (1)
    
    The information as to Common Shares beneficially owned, controlled or directed by each
proposed nominee has been furnished by the respective nominees individually.(2)
    
    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.(3)
    
    Of these Common Shares, 5,498,400 are registered in the name of Glenn Chamandy Holdings
Corporation. 
 5




---



##### 



Outside Directors
  annual Board retainer
    
    $
    47,500 the Chairman of the Board received an additional annual retainer
    
    $
    47,500 each of the committee chairpersons received an additional annual retainer
    
    $
    9,000 annual committee retainer (excluding committee chairpersons)
    
    $
    1,000 each Board or committee meeting attended
    
    $
    1,250
  Corporations Stock Ownership Policy for Directors
 Corporations Ownership Policy NYSE
 Deferred Share Unit Plan
 DSUP
 DSUs
 6




---



##### 



Summary Compensation Table
 Named Executive Officers
 Long-Term CompensationAnnual Compensation
    
    Awards
    
    Payouts(2)Other Annual
    
    Shares Under
    
    Restricted
    
    
    
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Compensation(1)
    
    Options Granted
    
    Share Units
    
    
    
    
    
    CompensationPrincipal Position(s)
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)
    
    ($)
    
    ($)Glenn J. Chamandy
    
    
    2005
    
    
    
    546,500
    
    
    
    894,279
    
    
    
    125,330
    (3)(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,325President and
    
    
    2004
    
    
    
    530,500
    
    
    
    669,098
    
    
    
    73,588
    (3)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,525Chief Executive Officer
    
    
    2003
    
    
    
    515,000
    
    
    
    428,480
    
    
    
    15,022
    (3)
    
    
    34,000
    
    
    
    
    
    
    
    
    
    
    
    32,378Laurence G. Sellyn
    
    
    2005
    
    
    
    426,500
    
    
    
    697,914
    
    
    
    52,456
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,325Executive Vice-President, Chief
    
    
    2004
    
    
    
    414,000
    
    
    
    522,162
    
    
    
    
    
    
    
    
    
    
    
    1,983,000
    (7)
    
    
    
    
    
    
    19,832Financial and Administrative
Officer
    
    
    2003
    
    
    
    350,000
    
    
    
    224,000
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    19,299Benito Masi
    
    
    2005
    
    
    
    256,500
    
    
    
    322,870
    
    
    
    
    
    
    
    
    
    
    
    1,142,000
    (7)
    
    
    
    
    
    
    12,825Executive Vice-President,
    
    
    2004
    
    
    
    177,500
    
    
    
    118,516
    
    
    
    
    
    
    
    
    
    
    
    186,100
    (7)
    
    
    
    
    
    
    8,875Manufacturing
    
    
    2003
    
    
    
    163,500
    
    
    
    72,188
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,175Georges Sam Yu Sum
    
    
    2005
    
    
    
    233,500
    
    
    
    293,918
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,675Executive Vice-President,
    
    
    2004
    
    
    
    226,500
    
    
    
    219,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,325Operations
    
    
    2003
    
    
    
    220,000
    
    
    
    140,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,000Michael R. Hoffman
    
    
    2005
    
    
    
    196,215
    
    
    
    246,986
    
    
    
    213,790
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,811President, Gildan
    
    
    2004
    
    
    
    190,500
    
    
    
    184,823
    
    
    
    193,367
    (9)
    
    
    
    
    
    
    285,400
    (7)
    
    
    
    
    
    
    9,525Activewear SRL
    
    
    2003
    
    
    
    185,000
    
    
    
    118,400
    
    
    
    116,099
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (All amounts in U.S. dollars)
 (1)
    
    Perquisites and other personal benefits which, in the aggregate, do not exceed the lesser
of $50,000 or 10% of the total annual salary and bonus of a Named Executive Officer for the
year, have been excluded.(2)
    
    There were no long-term compensation payouts during the fiscal years ended October 2, 2005,
October 3, 2004 and October 5, 2003 other than the exercise of options described hereinafter
in this Circular.(3)
    
    These amounts include interest benefits, imputed at annual rates of 3.0%, 2.75%, and 3.25%
for fiscal 2005, 2004 and 2003 respectively, on loans made available to the Named Executive
Officer. These loans have been fully repaid.(4)
    
    This amount also includes $52,608 under the flexible perquisites account.(5)
    
    This amount also includes $26,621 under the flexible perquisites account and $23,296
representing the incremental cost to the Corporation for the use by the Named Executive
Officer of the corporate aircraft.(6)
    
    This amount includes $28,045 under the flexible perquisites account.(7)
    
    Laurence G. Sellyn, Benito Masi and Michael R. Hoffman held 100,000, 50,000 and
20,000 Restricted Share Units (RSUs) respectively, under the Corporations Long Term Incentive
Plan, as of October 2, 2005. The Long Term Incentive Plan of the Corporation provides for
adjustments in certain circumstances, such as the issue of a stock dividend to holders of
Common Shares.(8)
    
    This amount includes a US$84,000 expatriate housing allowance and US$66,370 for an expatriate
tax equalization allowance made available to the Named Executive Officer.(9)
    
    This amount includes a US$81,000 expatriate housing allowance and US$64,431 for an expatriate
tax equalization allowance made available to the Named Executive Officer.(10)
    
    This amount includes a US$72,000 expatriate housing allowance made available to the Named
Executive Officer. Short Term Incentive Program
 Annual Incentive Plan
  7




---



##### 



Corporate Financial Factor Objectives
    Strategic Multiplier
  Long Term Incentive Plan
 LTIP RSUs
 TSX
  8




---



##### 



9




---



##### 



Options Granted During the Financial Year
  Aggregated Options Exercised During the Most Recently Completed Financial Year and Financial
Year-End Option Values
  Value of UnexercisedUnexercised Options
    
    In-the-Money Options atSecurities
    
    
    
    
    
    at Financial Year-end
    
    Financial Year-endAcquired on
    
    Aggregate
    
    (#)
    
    ($)Exercise
    
    Value RealizedName
    
    (#)
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableGlenn J. Chamandy
    
    
    64,459
    
    
    
    2,192,817
    
    
    
    24,973
    
    
    
    
    
    
    
    791,270
    
    
    
    Laurence G. Sellyn
    
    
    17,158
    
    
    
    449,849
    
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    416,960Georges Sam Yu Sum
    
    
    
    
    
    
    
    
    
    
    96,648
    
    
    
    
    
    
    
    3,076,292
    
    
    
    Michael R. Hoffman
    
    
    25,002
    
    
    
    582,082
    
    
    
    27,266
    
    
    
    
    
    
    
    768,633
    
    
    
    Benito Masi
    
    
    15,000
    
    
    
    585,750
    
    
    
    62,000
    
    
    
    
    
    
    
    2,021,010
    
    
    
    
 10




---



##### 



RRSP/DPSP/SRSP Program
  Defined Benefit Plan
  Employment Agreements and Change of Control Agreements
 Employment Agreements
 Termination Period
 Change of
Control Agreements
  11




---



##### 



Severance Period
 Composition of the Compensation and Human Resources Committee
  Report on Executive Compensation
 General Principles of Executive Compensation
  Reference Market
 
    
    the base compensation strategy, which is intended to align base salaries with the median
of those paid by companies contained in the Reference Market, as well as align benefits and
perquisites with the local market median;
    
    the short-term incentive program, namely the Corporations Annual Incentive Plan (more
fully described on pages 8 and 9 of this Circular), which aims at providing total cash
compensation greater than the median of those offered by companies contained in the
Reference Market in cases where superior financial performance in excess of target
objectives is attained. The Annual Incentive Plan has been developed to encourage and
reward peak performance as the payouts occur only upon achieving or exceeding the
Corporations target for return on investment as well as key strategic business objectives;
and
    
    the long-term incentive program (namely the LTIP described on pages 9 and 10 of this
Circular), which aims at bringing the total compensation received by the Corporations
executives to the 75th percentile of total compensation received by executives
in the Reference Market if the Corporation achieves its aggressive profit and growth
targets. To encourage retention and focus management on developing and successfully
implementing the continuing growth strategy of the Corporation, the Corporation has issued
RSUs under the LTIP which vest at the end of a five (5) year period, subject to the
achievement of performance objectives in the case of half of the RSUs granted. In order to
realize more than half of the value of RSUs, the Corporation must achieve returns on
investment in excess of those achieved of a benchmark group of companies identified by the
Compensation and Human Resources Committee of the Board. Selection of the benchmark
companies, and the determination of the Corporations financial returns relative to this
group, are carried out by the Compensation and Human Resources Committee in conjunction
with external compensation consultants. The Corporation is proposing to increase the number
 12




---



##### 



of Common Shares reserved for issuance under the LTIP because the current reserve level
under the LTIP will not allow for enough grants going forward (see pages 16 and 17 of this
Circular for more details regarding the proposed amendments to the LTIP to meet the
Corporations total compensation policy).
 Shareholding Requirement for the Chief Executive Officer
  Compensation of the Chief Executive Officer
  Sarbanes-Oxley Act of 2002
   Chairman
 13




---



##### 



FINANCIAL YEARS ENDEDOctober 1,
    
    September 30,
    
    September 29,
    
    October 5,
    
    October 3,
    
    October 2,2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005Corporation
    
    $
    100.00
    
    
    $
    76.36
    
    
    $
    132.93
    
    
    $
    153.98
    
    
    $
    143.43
    
    
    $
    358.06S&P/TSX Composite Index
    
    $
    100.00
    
    
    $
    66.88
    
    
    $
    60.79
    
    
    $
    76.31
    
    
    $
    90.32
    
    
    $
    115.73
   (i)
    
    the number of securities to be issued upon the exercise of outstanding options,
warrants and rights;(ii)
    
    the weighted-average exercise price of such outstanding options, warrants and rights;
and(iii)
    
    the number of securities remaining available for future issuance under the applicable
plan, other than securities to be issued upon the exercise of such outstanding options,
warrants and rights.
 14




---



##### 



Number of securities remainingNumber of securities to
    
    Weighted-average exercise
    
    available for future issuancebe issued upon exercise of
    
    price of outstanding
    
    under equity compensation plansoutstanding options,
    
    options, warrants and
    
    (excluding securities reflected inPlan category
    
    warrants and rights
    
    rights
    

the second column)Equity compensation
plan approved by
securityholders- LTIP (options)
    
    
    568,778
    
    
    $
    12.62
    
    
    Nil- LTIP (RSUs)
    
    
    356,000
    
    
    
    N/A
    
    
    
    89,000
  Employee Share Purchase Plan
 Plan
   Table of Indebtedness of Directors and Officers
 Involvement of the
    
    Largest Amount
    
    AmountCorporation or
    
    Outstanding for the year
    
    Outstanding atName and Position
    
    Subsidiary
    
    ended October 2, 2005
    
    December 15, 2005Glenn
J. Chamandy
    
    Lender
    
    $
    300,000
    (1)
    
    NilPresident and Chief Executive Officer
 
 (1)
    
    Glenn J. Chamandy received an interest-free loan of $750,000 on December 8, 1999. This loan
was originally repayable in ten (10) equal and consecutive annual installments of $75,000
without interest but was fully re-paid in December 2004. 15




---



##### 



CSA CSA Standards
 Sarbanes-Oxley Act of 2002
         16




---



##### 



Unless instructed otherwise, the persons designated in the enclosed form of proxy or voting
instruction form intend to vote FOR the approval of this ordinary resolution.
  llp KPMG
 Audit Fees
 Audit-Related Fees
 Tax Fees
 17




---



##### 



All Other Fees
 Except where authorization to vote with respect to the
appointment of auditors is withheld, the persons designated in the enclosed form of proxy or voting
instruction form intend to vote FOR the reappointment of KPMG, as auditors of the Corporation, to
hold office until the close of the next annual meeting of shareholders at such remuneration as may
be fixed by the Board.
        By order of the Board of Directors,-s- Lindsay MatthewsLindsay Matthews, Director, Legal Servicesand Corporate Secretary
 18




---



##### 



Upon motion, duly proposed and seconded, it was resolved:
 1.
    
    THAT, subject to regulatory approval, the Corporations Long Term Incentive Plan (the LTIP)
be amended to, among others (i) fix at 3,000,158 (which represents 5% of the outstanding
Common Shares of the Corporation) the number of Common Shares that are issuable pursuant to
the exercise of options and the vesting of dilutive RSUs, (ii) remove the limitation of
600,000 Common Shares reserved for issuance upon the vesting of dilutive RSUs, provided that
the maximum number of Common Shares that are issuable pursuant to the exercise of options and
the vesting of dilutive RSUs shall not exceed 3,000,158 Common Shares, (iii) state that 25% of
the options to be granted under the LTIP should generally be exercisable on and after the
second, third, fourth and fifth anniversary of the Grant Date (as defined in the LTIP),
respectively, (iv) provide for the granting of non-dilutive RSUs, and (v) make certain changes
of an administrative nature, the whole substantially as described in the Management Proxy
Circular of the Corporation dated December 15, 2005, be, and it is hereby, approved and
ratified;2.
    
    THATany officer or director of the Corporation be, and each is hereby, authorized and
directed, for and on behalf of the Corporation, to sign and execute all documents, to conclude
any agreements and to do and perform all acts and things deemed necessary or advisable in
order to give effect to this Resolution, including compliance with all securities laws and
regulations; and3.
    
    THATthe Board of Directors of the Corporation be, and it is hereby, authorized to cause all
measures to be taken, such further agreements to be entered into and such further documents to
be executed as may be deemed necessary or advisable to give effect to and fully carry out the
intent of this resolution.
 19




---



##### 



For the 12 month period ended October 2, 2005
 Number of meetings attendedDirectors
    
    Board
    
    CommitteesRobert M. Baylis
    
    10 of 10
    
    11 of 11William H. Houston III
    
    10 of 10
    
    11 of 11Sheila OBrien
    
    2 of 2
    
    2 of 2Gerald H.B. Ross
    
    10 of 10
    
    10 of 10Richard P. Strubel
    
    10 of 10
    
    10 of 10Pierre Robitaille
    
    10 of 10
    
    11 of 11Glenn J. Chamandy
    
    10 of 10
    
    N/AGonzalo F. Valdes-Fauli
    
    8 of 9
    
    8 of 10
 Summary of Board and Committee meetings held
 Board (4 regular; 6 special)
    
    
    10Audit and Finance (4 regular; 1 special)
    
    
    5Corporate Governance (4 regular; 2 special)
    
    
    6Compensation and Human Resources (4 regular; 1 special)
    
    
    5
  20




---



##### 



AUDIT AND FINANCE COMMITTEE
 Committee Chair
    COMPENSATION AND HUMAN RESOURCES COMMITTEE
 Committee Chair
   (Was appointed to the committee on June 2, 2005)
  CORPORATE GOVERNANCE COMMITTEE
 Committee Chair
  (Was appointed to the committee on June 2, 2005)
    21




---



##### 



CSAs CSA Audit Committee Rules
 CSA Disclosure Instrument CSA Governance Policy
 NYSE Standards
    Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation1. Board of Directors(a) Disclose
the identity of
directors who are
independent.
    
    ü
    
    Of the current eight (8)
members of the board of
directors of the Corporation
(the Board or the Board of
Directors), seven (7)
directors are independent
within the meaning of the CSA
Disclosure Instrument. They
are Messrs. Robert M. Baylis,
William H. Houston III,
Pierre Robitaille, Gerald
H.B. Ross, Richard P. Strubel
and Gonzalo F. Valdes-Fauli
and Ms. Sheila OBrien.
Messrs. William H. Houston
III and Gerald H.B. Ross will
not be standing for
re-election at the upcoming
Meeting.
 22




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation(b) Disclose
the identity of
directors who are not
independent, and
describe the basis for
that determination.
    
    ü
    
    One (1) of the directors, Mr.
Glenn J. Chamandy, is an
officer of the Corporation
and therefore does not
qualify as independent
within the meaning of the CSA
Disclosure Instrument.Under the NYSE
Standards, a majority
of the board members
should qualify as
independent
directors.
    
    ü
    
    The Board has determined that
the seven (7) current
independent directors
qualify as independent
directors, as that
expression is defined in
Section 303A(2) of the NYSE
Standards.(c) Disclose
whether or not a
majority of directors
are independent. If a
majority of directors
are not independent,
describe what the
board of directors
does to facilitate its
exercise of
independent judgement
in carrying out its
responsibilities.
    
    ü
    
    Seven (7) of our eight (8)
current directors are
independent and five (5) of
the six (6) director nominees
are independent.(d)  If a
director is presently
a director of any
other issuer that is a
reporting issuer (or
the equivalent) in a
jurisdiction or a
foreign jurisdiction,
identify both the
director and the other
issuer.
    
    ü
    
    The directorships of all
director nominees are
described on pages 4, 5 and 6
of this Circular. The
directors retiring from the
Board prior to the Meeting
are not presently directors
of any other reporting
issuers.(e) Disclose
whether or not the
independent directors
hold regularly
scheduled meetings at
which non-independent
directors and members
of management are not
in attendance. If the
independent directors
hold such meetings,
disclose the number of
meetings held since
the beginning of the
issuers most recently
completed financial
year. If the
independent directors
do not hold such
meetings, describe
what the board does to
facilitate open and
candid discussion
among its independent
directors.
    
    ü
    
    The independent Board members
meet at each
regularly-scheduled Board
meeting without management
under the chairmanship of the
independent Chairman of the
Board. Four (4) such meetings
were held since the beginning
of the Corporations most
recently completed financial
year. Interested parties may
communicate directly with the
Chairman of the Board or with
non-management directors as a
group regarding any concerns
by correspondence marked to
the attention of the Chairman
of the Board, care of the
Corporate Secretary at the
address of the Corporations
head office: 725 Montée de
Liesse, Montreal, Québec,
Canada, H4T 1P5.
 23




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe members of the Audit and
Finance Committee, who are
all independent, also meet at
each regularly-scheduled
committee meeting without
management present. Four (4)
such meetings were held since
the beginning of the
Corporations most recently
completed financial year.Under the NYSE
Standards,
non-management
directors are required
to meet regularly
without management.
    
    ü
    
    Same as above.(f) Disclose
whether or not the
chair of the board is
an independent
director. If the board
has a chair or lead
director who is an
independent director,
disclose the identity
of the independent
chair or lead
director, and describe
his or her role and
responsibilities. If
the board has neither
a chair that is
independent nor a lead
director that is
independent, describe
what the board does to
provide leadership for
its independent
directors.
    
    ü
    
    Robert M. Baylis is the
Chairman of the Board of the
Corporation. Mr. Baylis is
independent within the
meaning of the CSA Disclosure
Instrument. Pursuant to the
mandate of the Chairman of
the Board, Mr. Baylis is
generally responsible for
overseeing the Board in
carrying out its
responsibilities, including
overseeing that these
responsibilities are carried
out independently of
management. On this last
matter, the Chairman: (i)
meets with the other
non-management directors at
each regularly scheduled
Board meeting; (ii) holds
additional meetings with the
other non-management
directors at the request of
any such director; and (iii)
communicates to the Board any
comments, questions or
suggestions of such
directors.(g)  Disclose
the attendance record
of each director for
all board meetings
held since the
beginning of the
issuers most recently
completed financial
year.
    
    ü
    
    The record of attendance of
directors to Board and
committee meetings is set
forth as Schedule B of this
Circular.
More information about each
director can be found on
pages 4, 5 and 6 of this
Circular.
 24




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation2. Board Mandate Disclose
the text of the boards
written mandate. If the
board does not have a
written mandate, describe
how the board delineates its
role and responsibilities.
    
    ü
    
    The Board has adopted a
formal Board mandate, which
is attached hereto as
Schedule E.
The mandate of the Board
states that the Board is
responsible for the
supervision of the management
of the Corporations business
and affairs, with the
objective of ensuring that
management develops and
implements plans to increase
shareholder value. The Board
has a duty of stewardship and
regularly assesses and
monitors managements
performance.3. Position Descriptions(a) Disclose
whether or not the
board has developed
written position
descriptions for the
chair and the chair of
each board committee.
If the board has not
developed written
position descriptions
for the chair and/or
the chair of each
board committee,
briefly describe how
the board delineates
the role and
responsibilities of
each such position.
    
    ü
    
    The Board has adopted formal
mandates for the Chairman of
the Board and Board committee
chairs. The mandate of the
Chairman of the Board states
that his key role is to
manage the Board and ensure
that the Board carries out
its mandate effectively and
clearly understands and
respects the boundaries
between Board and management
responsibilities. The Board
expects its Chairman to
provide leadership to enhance
Board effectiveness, ensuring
that the Board works as a
cohesive group. The Chairman
of the Board regularly
reviews with the Corporate
Governance Committee the size
and composition of the Board
and its committees to ensure
efficient decision-making.
The Chairman of the Board
also acts as a liaison
between the Board and
management, which involves
working with the Chief
Executive Officer (the CEO)
and the Corporate Governance
Committee to oversee the
development of corporate
governance principles
applicable to the
Corporation.
 25




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe mandates of each
committee chair provide that
each chairs key role is to
manage his respective
committee and ensure that the
committee carries out its
mandate effectively. Like the
Chairman of the Board, each
committee chair is expected
to provide leadership to
enhance committee
effectiveness and must
oversee the committees
discharge of its duties and
responsibilities. Committee
chairs must report regularly
to the Board on the business
of their committee.(b)  Disclose
whether or not the
board and CEO have
developed a written
position description
for the CEO. If the
board and CEO have not
developed such a
position description,
briefly describe how
the board delineates
the role and
responsibilities of
the CEO.
    
    ü
    
    The Board has adopted a
formal mandate for the CEO.

The Board expects the CEO and
his management team to be
responsible for the
management of the
Corporations strategic and
operational agenda and for
the execution of the
decisions of the Board. The
Board expects to be advised
on a regular basis as to the
results being achieved, and
to be presented for approval
alternative plans and
strategies, in keeping with
evolving business conditions.
In addition to those matters
which by law must be approved
by the Board, the prior
approval of the Board, or of
a committee of the Board to
which approval authority has
been delegated by the Board,
is required for all matters
of policy and all actions
proposed to be taken by the
Corporation which are not in
the ordinary course of its
operations. In particular,
the Board approves the
appointment of all officers
of the Corporation and
approves all material
transactions.
 26




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe Compensation and Human
Resources Committee, together
with the Chairman of the
Board and the CEO, develop
each year goals and
objectives that the CEO is
responsible for meeting. The
Compensation and Human
Resources Committee and the
Chairman of the Board
evaluate the CEOs
performance in light of such
goals and objectives and
establish the CEOs
compensation based on this
evaluation. The corporate
objectives that the CEO is
responsible for meeting, with
the rest of management placed
under his supervision, are
determined by the strategic
plans and the budget as they
are approved each year by the
Board.4. Orientation and
Continuing Education(a) Briefly
describe what measures
the board takes to
orient new directors
regarding
(i) the role of
the board, its
committees and
its directors,
and
(ii) the nature
and operation
of the issuers
business.
    
    ü
    
    The Corporate Governance
Committee is responsible for
developing, monitoring and
reviewing the Corporations
orientation and continuing
education programs for
directors.

New directors are provided
with an extensive information
package on the Corporations
business, its strategic and
operational business plans,
its operating performance,
its governance system and its
financial position. Also, new
directors meet individually
with the CEO and other senior
executives to discuss these
matters.
The Board ensures that
prospective candidates fully
understand the role of the
Board and its committees and
the contribution that
individual directors are
expected to make, including,
in particular, the personal
commitment that the
Corporation expects of its
directors.(b)  Briefly
describe what
measures, if any, the
board takes to provide
continuing education
for its directors. If
the board does not
provide continuing
education, describe
how the board ensures
that its directors
maintain the skill and
knowledge necessary to
meet their obligations
as directors.
    
    ü
    
    The Chairman of the Board, in
consultation with the
Corporate Governance
Committee, monitors and
reviews the Corporations
continuing education programs
for directors and ensures
that Board members have
access to education and
information on an ongoing
basis and as required. Senior
management makes regular
presentations to the Board on
the main areas of the
Corporations business.
 27




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation5. Ethical Business Conduct(a) Disclose
whether or not the
board has adopted a
written code for the
directors, officers
and employees. If the
board has adopted a
written code:
    
    ü
    
    The Corporation adopted a
Code of Ethics and Business
Conduct in November 2002 (the
Code of Ethics).(i) disclose how
a person or
company may
obtain a copy of
the code;
    
    
    
    The Code of Ethics is
accessible on the
Corporations website at
www.gildan.com. A paper copy
is also available upon
request from the Corporate
Secretary of the Corporation.(ii) describe
how the board
monitors
compliance with
its code, or if
the board does
not monitor
compliance,
explain whether
and how the
board satisfies
itself regarding
compliance with
its code; and
    
    
    
    The Corporate Governance
Committee is responsible for
monitoring compliance with
the Code of Ethics. The Code
of Ethics is distributed to
and signed by each of the
Corporations employees when
they are hired.

In addition, the Corporation
conducts an annual
certification process to
monitor compliance with the
Code of Ethics and the
Corporate Secretary reports
the results of such process
to the Board on an annual
basis.(iii) provide a
cross-reference
to any material
change report
filed since the
beginning of the
issuers most
recently
completed
financial year
that pertains to
any conduct of a
director or
executive
officer that
constitutes a
departure from
the code.
    
    
    
    No material change report has
been required or filed during
the Corporations fiscal year
ending October 2, 2005.(b)  Describe
any steps the board
takes to ensure
directors exercise
independent judgement
in considering
transactions and
agreements in respect
of which a director or
executive officer has
a material interest.
    
    ü
    
    In accordance with applicable
law, when a conflict of
interest arises, a director
is required to disclose his
or her interest and abstain
from voting on the matter. In
addition, the Chairman of the
Board will ask the director
to leave the room during any
discussion concerning such
matter.
 28




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation(c)  Describe
any other steps the
board takes to
encourage and promote
a culture of ethical
business conduct.
    
    ü
    
    In addition to monitoring
compliance with the Code of
Ethics, the Board has adopted
various corporate policies,
including the Reporting
Employee Concerns of
Questionable Acts Policy and
the Policy for the Receipt,
Retention and Treatment of
Complaints Received by Gildan
Activewear Inc. from
Non-Employees Regarding
Accounting, Internal
Accounting Controls or
Auditing Matters, that
provide both employees and
non-employees with a
mechanism for reporting
unethical or questionable
acts by the Corporation or
employees thereof.6. Nomination of Directors(a)  Describe
the process by which
the board identifies
new candidates for
board nomination.
    
    ü
    
    The Corporate Governance
Committee of the Board is
responsible for developing,
reviewing and monitoring
criteria, as well as
establishing procedures for
selecting directors by
regularly assessing the
competencies, skills,
personal qualities,
availability, geographical
representation, business
background and diversified
experience of the Board and
the Corporations
circumstances and needs. The
committee identifies
candidates qualified to
become Board members and
selects or recommends that
the Board selects director
nominees for the next annual
meeting of shareholders. It
also establishes
performance-enhancing
measures, and assesses and
reviews annually the
performance and effectiveness
of the Board, Board
committees, the Board and
committee chairs and
individual directors. In
certain circumstances, the
committee may retain an
independent recruiting firm
to identify director
candidates and fix such
firms fees and other
retention terms.(b)  Disclose
whether or not the
board has a nominating
committee composed
entirely of
independent directors.
If the board does not
have a nominating
committee composed
entirely of
independent directors,
describe what steps
the board takes to
encourage an objective
nomination process.
    
    ü
    
    The Corporate Governance
Committee is currently
composed of five (5)
directors, all of whom are
independent within the
meaning of the CSA Disclosure
Instrument.
 29




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationUnder the NYSE
Standards, the
nominating/corporate
governance committee
should be composed
solely of independent
directors and should
have its own charter.
    
    ü
    
    The Board has determined that
the members of the Corporate
Governance Committee qualify
as independent directors,
as that expression is defined
in Section 303A(2) of the
NYSE Standards.(c)  If the
board has a nominating
committee, describe
the responsibilities,
powers and operation
of the nominating
committee.
    
    ü
    
    The Board has adopted a
formal mandate for the
Corporate Governance
Committee, which is attached
as Schedule F to this
Circular.

The mandate of the Corporate
Governance Committee provides
that the committee is
responsible for monitoring
the composition and
performance of the Board and
its committees. The committee
identifies candidates
qualified to become Board
members and regularly
assesses the competencies,
skills, personal qualities,
availability, geographical
representation, business
background and diversified
experience of the Board
members and the Corporations
circumstances and needs. The
committee also reviews
annually the performance and
effectiveness of the Board,
its committees, committee
chairs and Board members.7. Compensation(a)  Describe
the process by which
the board determines
the compensation for
the issuers directors
and officers.
    
    ü
    
    The compensation of the
directors and senior managers
is determined annually by the
Board based on the reviews
and recommendations of its
Corporate Governance and
Compensation and Human
Resources Committees,
respectively. The Board has
determined that such
compensation realistically
reflects the responsibility
and risks undertaken by the
Corporations directors and
senior managers and serves to
align the interests of the
directors and senior managers
with the interests of the
shareholders of the
Corporation. See page 6 of
this Circular for information
about the compensation
received by outside
directors.
 30




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation(b)  Disclose
whether or not the
board has a
compensation committee
composed entirely of
independent directors.
If the board does not
have a compensation
committee composed
entirely of
independent directors,
describe what steps
the board takes to
ensure an objective
process for
determining such
compensation.
    
    ü
    
    All members of the Corporate
Governance and Compensation
and Human Resources
Committees are independent
within the meaning of the CSA
Disclosure Instrument.Under the NYSE
Standards, the
compensation committee
should be composed
solely of independent
directors and should
have its own charter.
    
    ü
    
    The Board has determined that
the members of the
Compensation and Human
Resources Committee are
independent directors
within the meaning of Section
303A(2) of the NYSE
Standards.(c)  If the
board has a
compensation
committee, describe
the responsibilities,
powers and operation
of the compensation
committee.
    
    ü
    
    The Board has adopted a
formal mandate for the
Compensation and Human
Resources Committee, which is
attached as Schedule H to
this Circular.The mandate of the
Compensation and Human
Resources Committee provides
that the committee is
responsible for monitoring
officers performance
assessment, succession
planning and compensation and
reviewing the Corporations
human resources practices
generally. Hence, the
committee recommends the
appointment of officers,
including the terms and
conditions of their
appointment and termination,
and reviews the evaluation of
the performance of the
Corporations officers,
including recommending their
compensation. In
collaboration with the
Chairman of the Board, the
committee also reviews the
CEOs corporate goals and
objectives and evaluates his
performance in light of such
goals and objectives.
Furthermore, the committee
must ensure that appropriate
human resources systems, such
as hiring policies, training
and development policies and
compensation structures are
in place so that the
Corporation can attract,
motivate and retain
executives and personnel who
exhibit high standards of
integrity, as well as
competence.
 31




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation(d)  If a
compensation
consultant or advisor
has, at any time since
the beginning of the
issuers most recently
completed financial
year, been retained to
assist in determining
compensation for any
of the issuers
directors and
officers, disclose the
identity of the
consultant or advisor
and briefly summarize
the mandate for which
they have been
retained. If the
consultant or advisor
has been retained to
perform any other work
for the issuer, state
that fact and briefly
describe the nature of
the work.
    
    ü
    
    During fiscal 2005, the
committee retained the
services of Mercer Human
Resource Consulting
(Mercer) to provide advice
on the competitiveness and
appropriateness of
compensation programs for the
CEO, top executive officers
and directors, as required.
In addition, the Corporation
retained Mercer in fiscal
2005 to review and advise on
the Corporations pension
arrangement for Canadian
salaried employees.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.
    
    ü
    
    Schedule C to this Circular
lists the committees of the
Board and their composition.
The mandates of the Corporate
Governance Committee, the
Audit and Finance Committee
and the Compensation and
Human Resources Committee are
attached as Schedules F,
G and H 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.
The record of attendance at
committee meetings is
attached hereto as Schedule
B.
 32




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the Corporation9. 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.
    
    ü
    
    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.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).
    
    ü
    
    The Audit and Finance
Committee consists of four
(4) directors, namely Messrs.
Pierre Robitaille (Chairman),
Gerald H.B. Ross, Richard P.
Strubel and Gonzalo F.
Valdes-Fauli.
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.The CSA Audit
Committee Rules state
that each audit
committee member must
be financially
literate.
    
    ü
    
    The Board has adopted the
following definition of
financial literacy: the
ability to read and
understand a set of financial
statements that present a
breadth and level of
complexity of accounting
issues that are generally
comparable to the breadth and
complexity of the issues that
can reasonably be expected to
be raised by the
Corporations financial
statements. All four (4)
directors who constitute the
Audit and Finance Committee
are financially literate
within the meaning of such
definition.
 33




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe CSA Audit
Committee Rules state
that the audit
committee must have a
written charter that
sets out its mandate
and responsibilities.
    
    ü
    
    The mandate of the Audit and
Finance Committee, attached
hereto as Schedule G,
describes explicitly the role
and oversight
responsibilities of the Audit
and Finance Committee.The CSA Audit
Committee Rules state
that an audit
committee must
recommend to the Board
of Directors: (a) the
external auditor to be
nominated for the
purposes of preparing
or issuing an
auditors report or
performing other
audit, review or
attest services for
the issuer; and (b)
the compensation of
the external auditor.
    
    ü
    
    The mandate of the Audit and
Finance Committee states that
the committee is responsible
for recommending the
retention and, if
appropriate, the removal of
external auditors, their
compensation, as well as
evaluating and monitoring
their qualifications,
performance and independence.The CSA Audit
Committee Rules state
that the audit
committee must be
directly responsible
for overseeing the
work of the external
auditor engaged for
the purpose of
preparing or issuing
an auditors report or
performing other
audit, review or
attest services for
the issuer, including
the resolution of
disagreements between
management and the
external auditor
regarding financial
reporting.
    
    ü
    
    The mandate of the Audit and
Finance Committee provides
that the committee is
responsible for overseeing
the external auditors and
discussing with them the
quality and not just the
acceptability of the
Corporations accounting
principles, including any
material written
communications between the
Corporation and the external
auditors (which includes any
disagreement with management
and the resolution thereof).The CSA Audit
Committee Rules state
that an audit
committee must
pre-approve all
non-audit services to
be provided to the
issuer or its
subsidiary entities by
the issuers external
auditor.
    
    ü
    
    The mandate of the Audit and
Finance Committee states that
the committee oversees 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.
 34




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe CSA Audit
Committee Rules state
that an audit
committee must review
the issuers financial
statements, MD&A and
annual and interim
earnings press
releases before the
issuer publicly
discloses this
information. These
rules also mention
that the audit
committee must be
satisfied that
adequate procedures
are in place for the
review of the issuers
public disclosure of
financial information
extracted or derived
from the issuers
financial statements,
other than the public
disclosure referred to
in the preceding
sentence, and must
periodically assess
the adequacy of those
procedures.
    
    ü
    
    The mandate of the Audit and
Finance Committee provides
that the committee is
responsible for reviewing the
annual and quarterly
consolidated financial
statements of the Corporation
and accompanying information
including the Corporations
MD&A disclosure, prior to
their release, filing and
distribution. The committee
must also review with
management and the external
auditors the financial
information contained in
documents required to be
disclosed or filed by the
Corporation before their
disclosure or filing with
regulatory authorities in
Canada or the United States
of America.The CSA Audit
Committee Rules state
that an audit
committee must
establish procedures
for: (a) the receipt,
retention and
treatment of
complaints received by
the issuer regarding
accounting, internal
accounting controls,
or auditing matters;
and (b) the
confidential,
anonymous submission
by employees of the
issuer of concerns
regarding questionable
accounting or auditing
matters.
    
    ü
    
    The mandate of the Audit and
Finance Committee provides
that the committee must
establish 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, while
ensuring confidentiality and
anonymity. Please refer to
the Policy for the Receipt,
Retention and Treatment of
Complaints Received by Gildan
from Non-Employees Regarding
Accounting, Internal
Accounting Controls or
Auditing Matters included in
the Corporations Corporate
Governance Guidelines
available on its website at
www.gildan.com. The
Corporation has also adopted
a similar policy for its
employees. A report on
complaints filed under these
policies is presented to the
Audit and Finance Committee
at each quarterly meeting.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.
    
    ü
    
    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.
 35




---



##### 



Required disclosure under the
    
    Does the
    
    Corporate Governance PracticesCSA Disclosure Instrument
    
    Corporation align?
    
    at the CorporationThe 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.
    
    ü
    
    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.
 36




---



##### 



Board
      1.
    
    Membership and QuorumThe 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.
    
    MandateThe 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;
    
    approving the CEOs corporate objectives;
 37




---



##### 




    
    monitoring and assessing the performance of the CEO and of the other officers
of the Corporation and approving their compensation, taking into consideration
Board expectations and fixed objectives;
    
    taking reasonable measures to ensure that an appropriate portion of the CEOs
and the other officers compensation is tied to both the short and longer-term
performance of the Corporation;
    
    taking reasonable measures to ensure that processes are in place for the
recruitment, training, development and retention of executives who exhibit high
standards of integrity as well as competence;
    
    monitoring management and Board succession planning process;
    
    monitoring the size and composition of the Board and its committees based on
competencies, skills and personal qualities sought in Board members;
    
    approving the list of Board nominees for election by shareholders.
 (c)
    
    With respect to financial matters and internal control
 
    
    monitoring the integrity and quality of the Corporations financial
statements and other documents providing financial information and the
appropriateness of their disclosure;
    
    overseeing the external auditors independence and qualifications;
    
    reviewing and approving the general content of, and the Audit and Finance
Committees report on the financial aspects of, the Corporations Annual
Information Form, Annual Report, Management Proxy Circular, Managements
Discussion and Analysis, prospectuses, offering memoranda, 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;
    
    overseeing the performance of the Corporations internal audit functions;
    
    approving operating and capital budgets, the issue of securities and, subject
to the schedule of authority of the Corporation, any transaction out of the
ordinary course of business, including proposals on mergers, acquisitions or
other major investments or divestitures;
    
    reviewing the Corporations plans for the purchase of cotton;
    
    determining dividend policies and procedures;
    
    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;
    
    monitoring the Corporations internal control and management information
systems;
    
    monitoring the Corporations compliance with applicable legal and regulatory
requirements;
 38




---



##### 




    
    reviewing at least annually the Corporations communications policy and
monitoring the Corporations communications with analysts, investors, the media
and the public.
 (d)
    
    With respect to corporate governance matters
 
    
    taking reasonable measures to satisfy itself as to the integrity of
management and that management creates a culture of integrity throughout the
Corporation;
    
    reviewing, on a regular basis, appropriate corporate governance structures
and procedures, including the identification of decisions requiring approval of
the Board;
    
    reviewing, where appropriate, measures for receiving shareholder feedback,
and the adequate public disclosure thereof;
    
    adopting and reviewing, on a regular basis, 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), monitoring compliance with the
Code and the Policies, approving any waiver from compliance with the Code or the
Policies for directors and officers and ensuring appropriate disclosure of any
such waiver;
    
    ensuring the annual performance assessment of the Board, Board committees,
Board and committee chairs and individual directors;
    
    adopting and reviewing orientation and continuing education programs for
directors.
 (e)
    
    With respect to environmental and social responsibility practices
 
    
    monitoring and reviewing, as appropriate, the Corporations environmental and
social responsibility practices.
 4. Method of Operation
 
    
    meetings of the Board are held at least quarterly, and as required; in
addition, a special meeting of the Board is held, at least annually, to review
the Corporations strategic plan;
    
    the Chairman of the Board sets the agenda for each meeting of the Board in
consultation with the CEO, the Chief Financial Officer, the Corporate Secretary
and the independent directors. The agenda and the appropriate materials are
provided to directors of the Corporation on a timely basis prior to any meeting
of the Board;
    
    independent directors meet periodically without management and other
non-independent directors present, under the oversight of the Chairman of the
Board;
    
    the Corporate Governance Committee annually supervises the performance
assessment of individual directors, the Board as a whole, the Board committees,
and the Board and committee chairs.
  39




---



##### 



Canadian Corporate Governance Standards Sarbanes-Oxley
Act of 2002 US Corporate Governance Standards Corporate Governance 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;
    
    members of the Corporate Governance Committee shall be appointed annually by the
Board upon the recommendation of the Corporate Governance Committee; such members may
be removed or replaced, and any vacancies on the Corporate Governance Committee shall
be filled by the Board upon the recommendation of the Corporate Governance Committee;
membership on the Corporate Governance 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 twice a year and as necessary.
 3. Mandate
  (a)
    
    Monitoring the composition and performance of the Board and its committees
 
    
    monitoring the size and composition of the Board and its committees to ensure
effective decision-making;
    
    developing, reviewing and monitoring criteria, as well as establishing
procedures, for selecting directors by regularly assessing the competencies,
skills, personal qualities, availability, geographical representation, business
background and diversified experience of the Board members and the Corporations
circumstances and needs;
    
    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;
 40




---



##### 




    
    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;
    
    recommending Board committee composition, as well as the appropriate mandate
of each committee for submission to the Board;
 41




---



##### 




    
    ensuring that a statement of corporate governance practices is included in
the Corporations management proxy circular.
 (c)
    
    Evaluating the performance of the Corporate Governance Committee
 
    
    ensuring that processes are in place to annually evaluate the performance of
the Corporate Governance Committee.
      42




---



##### 



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.
 43




---



##### 



3. Mandate
  (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;
 44




---



##### 




    
    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.
 (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;
 45




---



##### 




    
    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;
    
    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.
  46




---



##### 



47




---



##### 



Canadian Corporate Governance Standards Sarbanes-Oxley Act of 2002 US Corporate Governance
Standards Compensation and Human Resources 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;
    
    members of the Compensation and Human Resources 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
Compensation and Human Resources Committee shall be filled by the Board upon the
recommendation of the Corporations Corporate Governance Committee; membership on the
Compensation and Human Resources 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 a majority of members.
 2. Frequency and Timing of Meetings
 
    
    normally contemporaneously with the Corporations Board meetings;
    
    at least twice a year and as necessary.
 3. Mandate
  (a)
    
    Monitoring officers performance assessment, succession planning and compensation
 
    
    taking reasonable measures to ensure that appropriate mechanisms are in place
regarding succession planning for the Corporations officers;
    
    taking reasonable measures to ensure that the Chief Executive Officer (CEO)
has put into place succession planning systems and policies for management,
including processes to identify, develop and retain the talent of outstanding
personnel;
    
    recommending the appointment of officers, and approving the terms and
conditions of their appointment and termination or retirement;
 48




---



##### 




    
    in collaboration with the Chairman of the Board, reviewing corporate goals
and objectives relevant to the CEO, evaluating the CEOs performance in light of
those goals and objectives and such other factors as the Compensation and Human
Resources Committee deems appropriate and in the best interest of the
Corporation, and establishing the CEOs compensation based on this evaluation;
    
    reviewing the evaluation of the performance of the Corporations officers and
recommending to the Board the officers compensation;
    
    retaining and replacing any independent firm to advise on management
recommendations concerning executive compensation, including fixing such firms
fees and other retention terms;
    
    reviewing any proposed change in the Corporations benefit and incentive
plans with respect to the Corporations officers;
    
    examining each element of executive remuneration and reporting annually on
compensation practices, including producing for review and approval by the Board
a report on executive compensation for inclusion in the Corporations management
proxy circular.
 (b)
    
    Reviewing human resources practices
 
    
    taking reasonable measures to ensure that appropriate human resources
systems, such as hiring policies, training and development policies and
compensation structures are in place so that the Corporation can attract,
motivate and retain executives and personnel who exhibit high standards of
integrity as well as competence;
    
    developing a compensation philosophy and policy that rewards the creation of
shareholder value and reflects an appropriate balance between the short and
longer-term performance of the Corporation;
    
    reviewing with the CEO and making recommendations to the Board, with respect
to the design of incentive-compensation plans and equity-based plans;
    
    advising the Board on policy with respect to the administration of the
Corporations long term incentive programs and overseeing the administration
thereof, including recommending to the Board grants of awards thereunder;
    
    monitoring pension, strategic labour and social issues.
 (c)
    
    Evaluating the performance of the Compensation and Human Resources Committee
 
    
    ensuring that processes are in place to annually evaluate the performance of
the Compensation and Human Resources Committee.
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