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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Related
Person Transactions
Our Board of Directors has adopted a written policy setting
forth procedures to be followed in connection with the review,
approval or ratification of “related person
transactions.” For purposes of this policy, the phrase
“related person transaction” refers to any financial
transaction, arrangement or relationship in which Hanesbrands or
any of its subsidiaries is a participant and in which any
director, nominee for director, or executive officer, or any of
their immediate family members, has a direct or indirect
material interest.
Each director, director nominee and executive officer must
promptly notify our Chief Executive Officer and our Corporate
Secretary in writing of any material interest that such person
or an immediate family member of such person had, has or will
have in a related person transaction. The Governance and
Nominating Committee is responsible for the review, approval or
ratification of all related person transactions involving a
director, director nominee or executive officer. At the
discretion of the Governance and Nominating Committee, the
consideration of a related person transaction may be delegated
to the full Board of Directors, another standing committee, or
to an ad hoc committee of the Board of Directors comprised of at
least three members, none of whom has an interest in the
transaction.
The Governance and Nominating Committee, or other governing body
to which approval or ratification is delegated, may approve or
ratify a transaction if it determines, in its business judgment,
based on its review of the available information, that the
transaction is fair and reasonable to us and consistent with our
best interests. Factors to be taken into account in making a
determination of fairness and reasonableness may include:
If the Governance and Nominating Committee decides not to
approve or ratify a transaction, the transaction may be referred
to legal counsel for review and consultation regarding possible
further action, including, but not limited to, termination of
the transaction on a prospective basis, rescission of such
transaction or modification of the transaction in a manner that
would permit it to be ratified and approved by the Governance
and Nominating Committee.
During 2008, there were no related person transactions, or
series of similar transactions, involving us and our directors
or executive officers.
This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. Related
Person Transactions
Our Board has adopted a written policy setting forth procedures
to be followed in connection with the review, approval or
ratification of “related person transactions.” The
phrase “related person transaction” refers to any
financial transaction, arrangement or relationship in which we
or any of our subsidiaries is a participant and in which any
director, nominee for director, or executive officer, or any of
their immediate family members, has a direct or indirect
material interest.
Each director, director nominee and executive officer must
promptly notify our Chief Executive Officer and our Corporate
Secretary in writing of any material interest that such person
or an immediate family member of such person had, has or will
have in a related person transaction. The Governance and
Nominating Committee is responsible for the review, approval or
ratification of all related person transactions involving a
director, director nominee or executive officer. At the
discretion of the Governance and Nominating Committee, the
consideration of a related person transaction may be delegated
to the full Board, another standing committee, or to an ad hoc
committee of the Board comprised of at least three members, none
of whom has an interest in the transaction.
The Governance and Nominating Committee, or other governing body
to which approval or ratification is delegated, may approve or
ratify a transaction if it determines, in its business judgment,
based on its review of the available information, that the
transaction is fair and reasonable to us and consistent with our
best interests. Factors to be taken into account in making a
determination of fairness and reasonableness may include:
If the Governance and Nominating Committee decides not to
approve or ratify a transaction, the transaction may be referred
to legal counsel for review and consultation regarding possible
further action, including, but not limited to, termination of
the transaction on a prospective basis, rescission of such
transaction or modification of the transaction in a manner that
would permit it to be ratified and approved by the Governance
and Nominating Committee.
There were no related person transactions, or series of similar
transactions, involving us and our directors or executive
officers to report in this Proxy Statement.
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