POLICY REGARDING STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Effective January 29, 2013
I. Purpose of Policy
The Governance and Nominating Committee of the Board of Directors of Hanesbrands Inc. believes that formalizing procedures for handling communications from stockholders and other interested parties is an important aspect of Hanesbrands’ corporate governance procedures. As a public company, Hanesbrands has an obligation to ensure that its communications with stockholders and other interested parties are prompt, accurate, credible, and in compliance with the applicable legal requirements to which Hanesbrands is subject, including the requirements of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange. This policy shall govern the procedures for handling communications received from stockholders and other parties interested in communicating directly with Hanesbrands’ Board.
The Board believes that senior management should speak for Hanesbrands. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with Hanesbrands. However, it is expected that Board members would do this with the knowledge of senior management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of senior management. Accordingly, Board members shall promptly advise the Chief Executive Officer and Chairman of the Board if they are approached by stockholders or other constituencies regarding Hanesbrands. In those situations, if a Board member receives a request for communication from a stockholder or from a representative of the media and is unable to reach the Chief Executive Officer and Chairman of the Board, he or she should contact Hanesbrands’ General Counsel or a designee of the General Counsel before responding to any request regarding Hanesbrands.
Nothing in this policy should be construed as prohibiting any member of the Board from complying with local, state and federal laws and regulations, including those dealing with reporting emergencies or wrongdoing to appropriate non-company agencies.
III. Process for Stockholders to Communicate with the Board
Stockholders and other interested parties may communicate with members of the Board by sending written communications directly to the Board or to specified individual members of the Board, including Hanesbrands’ Lead Director or any of Hanesbrands’ non-management directors, by sending such communications to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. Stockholders and other interested parties also may communicate with members of the Board by sending an e-mail to our Corporate Secretary at firstname.lastname@example.org.
To ensure proper handling, any mailing envelope or e-mail containing the communication intended for the Board must contain a clear notation indicating that the communication is a “Stockholder/Board Communication” or an “Interested Party/Board Communication.”
IV. Confidentiality and Intended Recipients
Although a communication to the Board may be submitted confidentially or anonymously, the Board encourages persons who wish to send communications to the Board to identify themselves so that a response may be provided, if appropriate. In addition, any such communications should clearly identify whether the author is a stockholder and must state whether the communication is intended for all the members of the Board or only for certain specified individual directors. If the author is not a stockholder and is submitting the communication to the non-management directors as an interested party, such communication should state the nature of the author’s interest in Hanesbrands.
V. Review and Forwarding by General Counsel
The General Counsel will review, with external legal counsel when appropriate, any communication from stockholders and other interested parties that is intended for the Board. On the Board’s behalf and under its oversight and direction, the General Counsel will take the following actions with respect to such communication:
- if the communication relates to financial or accounting matters, forward the communication to the Audit Committee or discuss it at the next scheduled Audit Committee meeting;
- if the communication relates to executive officer compensation matters, forward the communication to the Compensation Committee or discuss it at the next scheduled Compensation Committee meeting;
- if the communication relates to the recommendation of the nomination of an individual to the Board, forward the communication to the Governance and Nominating Committee or discuss it at the next scheduled Governance and Nominating Committee meeting;
- if the communication relates to the operations of Hanesbrands, forward the communication to the appropriate officers of Hanesbrands for proper handling and, if appropriate, the response to such communication, and report on the handling of and forward the response to such communication to the Board at the next scheduled Board meeting; or
- if the communication does not fall within one of the prior categories, forward the communication to the addressees or discuss it at the next scheduled Board meeting.
Under the direction and oversight of the Board, the General Counsel shall have the authority (without providing a copy to the Board or advising the Board of the communication) to discard or take other appropriate actions with respect to:
- unsolicited marketing or advertising material or mass mailings;
- unsolicited newsletters, newspapers, magazines, books and publications;
- surveys and questionnaires;
- resumes and other forms of job inquiries;
- requests for business contacts or referrals;
- material that is unduly threatening or illegal;
- material that does not reasonably relate to Hanesbrands or its business; or
- similarly inappropriate or irrelevant materials.
In addition, under the direction and oversight of the Board, the General Counsel may handle any communication that can be described as an “ordinary business matter.” Such matters include routine questions, complaints and comments that can be appropriately addressed by management, as well as routine invoices, bills, account statements and related communications that can be appropriately addressed by management.
VI. Communications Log and Annual Report
The General Counsel will maintain a summary log of all communications received that are addressed to the Board, as well an original or a copy (which may be in an electronic format) of all communications between stockholders or other interested parties and the Board under this policy. These files shall be kept in accordance with Hanesbrands’ record retention policy. The General Counsel will provide a copy of the log of communications received that are addressed to the Board to the Chair of the Governance and Nominating Committee at least once a year, together with a report of any actions taken as a result of such communications. The General Counsel also will provide a copy of any communications received pursuant to this policy, as well as the log of such communications, to any director upon his or her request.
The Chair of the Governance and Nominating Committee shall bring to the attention of the Board or any individual directors any communications that the Chair of the Governance and Nominating Committee believes may require the attention of the Board or of such individual directors, at the Board’s next scheduled meeting. If the matter requires the immediate attention of the Board or of any individual directors, the Chair of the Governance and Nominating Committee may request that the Chairman of the Board call a special meeting of the Board or communicate directly with the director or directors concerned.
VII. Communications Governed by Regulation Fair Disclosure
Notwithstanding anything to the contrary in this policy, all communications governed by Regulation FD, which prohibits the selective disclosure of material non-public information to certain individuals outside the company, including analysts, securities market professionals and stockholders (“Regulation FD Persons”), shall be dealt with in accordance with Hanesbrands’ Policy Regarding Communications with Investors and the Public (the “Regulation FD Policy”).
Under the Regulation FD Policy, Hanesbrands’ directors (other than the Chief Executive Officer) generally are not designated or authorized to speak on behalf of Hanesbrands, except where such communication is intended to comply with requirements imposed upon them by law (including pursuant to the rules and regulations of the SEC and the listing standards of the New York Stock Exchange), or where such communication is pursuant to other stockholder communications policies of Hanesbrands.
If a member of the Board communicates with a Regulation FD Person, the Chief Executive Officer, the Chief Financial Officer, the Vice President - Investor Relations, any Senior Manager of Investor Relations, or any Hanesbrands employee designated by such persons, must be present during the communications.
VIII. Misdirected Communications
In the event that any communication that is addressed to, or relates to the Board or any director of the Board is received by any employee of Hanesbrands, such communication shall be forwarded to the General Counsel to be dealt with in accordance with the procedures set forth in this policy.
Hanesbrands shall summarize this policy in its proxy materials publicly filed with the SEC and provide a copy of such policy on Hanesbrands’ website.
All questions relating to this policy should be referred to the General Counsel.