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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Excerpt
from Hanesbrands’ Corporate Governance Guidelines
No director will qualify as an independent director of
Hanesbrands unless the Board has affirmatively determined that
the director meets the standards for being an independent
director established from time to time by the New York Stock
Exchange (“NYSE”), the U.S. Securities and
Exchange Commission and any other applicable governmental and
regulatory bodies. To be considered independent under the rules
of the NYSE, the Board must affirmatively determine that a
director has no material relationship with Hanesbrands (either
directly or as a partner, shareholder or officer of an
organization that has a relationship with Hanesbrands). To
assist it in determining each director’s independence in
accordance with the NYSE’s rules, the Board has established
guidelines, which provide that a Hanesbrands director will be
presumed to be independent unless:
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For purposes of these guidelines, an “immediate family
member” includes a person’s spouse, parents, children,
siblings, mothers and
fathers-in-law,
sons and
daughters-in-law,
brothers and
sisters-in-law,
and anyone (other than domestic employees) who shares such
person’s home, and references to “Hanesbrands”
include all subsidiaries and divisions that are consolidated
with Hanesbrands Inc.
The Board annually will review all commercial and charitable
relationships between its directors and Hanesbrands to determine
whether the directors meet these categorical independence tests.
If a director has a relationship with Hanesbrands that is not
covered by these independence guidelines, those Hanesbrands
directors who satisfy such guidelines will consider the relevant
circumstances and make an affirmative determination regarding
whether such relationship is material or immaterial, and whether
the director would therefore be considered independent under the
NYSE’s rules.
Hanesbrands will disclose in its proxy statement (a) the
basis for any Board determination that a relationship was
immaterial despite the fact that it did not meet the categorical
independence tests set forth above, and (b) any charitable
contributions made by Hanesbrands to any charitable organization
in which a Hanesbrands director serves as an executive officer
if, within the preceding three years, contributions in any
single fiscal year exceeded the greater of $1 million, or
two percent (2%) of such charitable organization’s
consolidated gross revenues.
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TO
AUTHORIZE A PROXY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK
INK AS FOLLOWS:
HNSBI1 KEEP
THIS PORTION FOR YOUR RECORDS
DETACH
AND RETURN THIS PORTION ONLY
This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. Excerpt
from Hanesbrands’ Corporate Governance Guidelines
No director will qualify as an independent director of
Hanesbrands unless the Board has affirmatively determined that
the director meets the standards for being an independent
director established from time to time by the New York Stock
Exchange (“NYSE”), the U.S. Securities and
Exchange Commission and any other applicable governmental and
regulatory bodies. To be considered independent under the rules
of the NYSE, the Board must affirmatively determine that a
director has no material relationship with Hanesbrands (either
directly or as a partner, shareholder or officer of an
organization that has a relationship with Hanesbrands). To
assist it in determining each director’s independence in
accordance with the NYSE’s rules, the Board has established
guidelines, which provide that a Hanesbrands director will be
deemed independent unless:
Table of Contents
For purposes of these guidelines, an “immediate family
member” includes a person’s spouse, parents, children,
siblings, mothers and
fathers-in-law,
sons and
daughters-in-law,
brothers and
sisters-in-law,
and anyone (other than domestic employees) who shares such
person’s home, and references to “Hanesbrands”
include all subsidiaries and divisions that are consolidated
with Hanesbrands Inc.
The Board annually will review all commercial and charitable
relationships between its directors and Hanesbrands to determine
whether the directors meet these categorical independence tests.
If a director has a relationship with Hanesbrands that is not
covered by these independence guidelines, those Hanesbrands
directors who satisfy such guidelines will consider the relevant
circumstances and make an affirmative determination regarding
whether such relationship is material or immaterial, and whether
the director would therefore be considered independent under the
NYSE’s rules.
Hanesbrands will disclose in its proxy statement (a) the
basis for any Board determination that a relationship was
immaterial despite the fact that it did not meet the categorical
independence tests set forth above, and (b) any charitable
contributions made by Hanesbrands to any charitable organization
in which a Hanesbrands director serves as an executive officer
if, within the preceding three years, contributions in any
single fiscal year exceeded the greater of $1 million, or
two percent (2%) of such charitable organization’s
consolidated gross revenues.
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