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This excerpt taken from the HBI 10-K filed Sep 28, 2006. Corporate
Governance
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.
Table of Contents
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 Secretary’s 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:
Audit
Committee
The Audit Committee currently is comprised of Mr. Griffin,
Mr. Mulcahy and Ms. Peterson; Ms. Peterson is its
chair. Each of the members of the Audit Committee meets the
standards of independence applicable to audit committee members
under applicable SEC rules and New York Stock Exchange listing
standards and is financially literate, as required under
applicable New York Stock Exchange listing standards. In
addition, the board of directors has determined that
Ms. Peterson possesses the experience and qualifications
required of an “audit committee financial expert,” as
that term is used in applicable SEC regulations implementing
Section 407 of the Sarbanes-Oxley Act of 2002.
The Audit Committee is responsible for oversight on matters
relating to corporate accounting and financial matters and our
financial reporting and disclosure practices. In addition, the
Audit Committee is responsible for reviewing our audited
financial statements with management and the independent
registered public accounting firm, recommending whether our
audited financial statements should be included in our Annual
Report on
Form 10-K
and preparing a report to stockholders to be included in our
annual proxy statement. At least one member of the Audit
Committee will be an “audit committee financial
expert” as defined by the SEC.
The Audit Committee operates under a written charter adopted by
the board of directors, which sets forth the responsibilities
and powers delegated by the board to the Audit Committee. A copy
of the Audit Committee charter is available in the
“Investors” section of our website,
www.hanesbrands.com. A copy of our Global Business
Practices is available in the “Investors” section of
our website. Our Global Business Practices apply to all
directors and employees of our company and its subsidiaries. Any
waiver of applicable requirements in the Global Business
Practices that is granted to any of our directors, to our
principal executive officer, to any of our senior financial
officers (including our principal financial officer, principal
accounting officer or controller) or to any other person who is
an executive officer of Hanesbrands requires the approval of the
Audit Committee and waivers will be disclosed on our website,
www.hanesbrands.com in the “Investors” section,
or in a Current Report on
Form 8-K.
Compensation
and Benefits Committee
The Compensation Committee currently is comprised of
Mr. Cockrell, Mr. Coker, Mr. Johnson and
Mr. Schindler; Mr. Coker is its chair. Each of these
directors is a non-employee director within the meaning of
Table of Contents
Section 16 of the Securities Exchange Act, an outside
director within the meaning of Section 162(m) of the
Internal Revenue Code and an independent director under
applicable New York Stock Exchange listing standards. The
responsibilities of the Compensation and Benefits Committee
include establishing and overseeing overall compensation
programs and salaries for key executives, evaluating the
performance of key executives including the Chief Executive
Officer, and also reviewing and approving their salaries and
approving and overseeing the administration of our incentive
plans. The Compensation and Benefits Committee is also
responsible for reviewing and approving employee benefit plans
applicable to our key executives, and preparing a report to
stockholders to be included in our annual proxy statement.
The Compensation and Benefits Committee operates under a written
charter adopted by the board of directors, which sets forth the
responsibilities and powers of the Compensation and Benefits
Committee. This charter may be found on our website,
www.hanesbrands.com.
Governance
and Nominating Committee
The Governance and Nominating Committee currently is comprised
of Mr. Cockrell, Mr. Coker, Mr. Johnson and
Mr. Schindler; Mr. Johnson is its chair. Each of these
directors is an independent director under applicable New York
Stock Exchange listing standards. The responsibilities of the
Governance and Nominating Committee include assisting the board
of directors in identifying individuals qualified to become
board members and recommending to the board the nominees for
election as directors at the next annual meeting of
stockholders. The Governance and Nominating Committee also is
responsible for assisting the board in determining the
compensation of the board and its committees, in monitoring a
process to assess board effectiveness, in developing and
implementing our Corporate Governance Guidelines and in
overseeing the evaluation of the board of directors and
management.
The Governance and Nominating Committee will identify nominees
for director positions from various sources. In assessing
potential director nominees, the Governance and Nominating
Committee will consider individuals who have demonstrated
exceptional ability and judgment and who will be most effective,
in conjunction with the other nominees and board members, in
collectively serving interests of the stockholders. The
Governance and Nominating Committee also will consider any
potential conflicts of interest. All director nominees must
possess a reputation for the highest personal and professional
ethics, integrity and values. In addition, nominees must also be
willing to devote sufficient time and effort in carrying out
their duties and responsibilities effectively, and should be
committed to serve on the board for an extended period of time.
The Governance and Nominating Committee operates under a written
charter adopted by the board of directors, which sets forth the
responsibilities and powers of the Governance and Nominating
Committee. This charter may be found on our website,
www.hanesbrands.com.
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