This excerpt taken from the HBI 10-K filed Sep 28, 2006.
Board of Directors
Our board of directors has nine members. Two of the members are also employees of our company: Mr. Chaden is our Executive Chairman and Mr. Noll is our Chief Executive Officer. The other seven of the members are non-employee directors. Our board of directors has determined that each of the non-employee directors is also an independent director under New York Stock Exchange listing standards. Our board of directors has adopted categorical standards of independence, which are filed as Exhibit 99.1 to this Annual Report on Form 10-K. The non-employee directors are expected to meet regularly without any employee directors or other Hanesbrands employees present.
Prior to the spin off, our board of directors consisted of Mr. Chaden, Mr. Noll and two representatives of Sara Lee. Our board of directors, as it was constituted during such period, did not meet in fiscal 2006, but took various actions by written consent.
Commencing with the first annual meeting of stockholders to be held after the spin off, our directors will be elected at the annual meeting of stockholders and will serve until our next annual meeting of stockholders. Our board of directors maintains three standing committees of independent directors: the Audit Committee, the Compensation and Benefits Committee and the Governance and Nominating Committee.
Hanesbrands has not yet had an annual meeting of stockholders. Hanesbrands intends to encourage the members of its board of directors to attend our annual meetings of stockholders. Security holders may send written communications to our board of directors or to specified individual directors by sending such communications care of the Corporate Secretarys Office, Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105. Such communications will be reviewed by our legal department and, depending on the content, will be:
This excerpt taken from the HBI 8-K filed Sep 5, 2006.
Board of Directors
Our charter and bylaws provide that the number of our directors may be established by the board of directors. Our charter provides that any vacancy will be filled, at any regular meeting or at any special meeting called for that purpose, by a majority of the remaining directors.
Our board of directors is not currently classified. However, it would be permissible under MGCL for our board of directors to classify or declassify itself without stockholder approval.
Our charter provides that, subject to the rights of one or more classes or series of preferred stock, a director may be removed from office only for cause and then only by the affirmative vote of the holders of at least two
thirds of the votes entitled to be cast in the election of such director. For the purpose of the charter, cause means the conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the corporation through bad faith or active and deliberate dishonesty.