Gildan Says It Has No Corporate Governance Problem

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Gilden Activewear Inc. on Monday disclosed that it hired a leading corporate governance expert following the firing of former CEO and co-founder Glenn Chamandy.

The expert, Dr. Richard LeBlanc, evaluated Gildan’s CEO succession planning process. According to Gildan, LeBlanc’s report concluded that the company’s board took a series of “reasonable steps” that would be expected of a Canadian public company board.

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One of the key findings in LeBlanc’s report included the following: “Based on my review, it is my opinion that the Board acted in a manner consistent with prevailing standards of corporate governance for CEO succession planning, and the duties and obligations owed by directors to Gildan, during the time from May 2021 to the letter of termination of the former CEO, dated Dec. 10, 2023.”

Another finding from LeBlanc noted that based on the “documents and statements of facts provided to me, I have formed the opinion that the board of directors of Gildan Activewear followed a good and rigorous process with respect to succession planning for the president and chief executive officer.”

Those disclosures were made in a company presentation to shareholders ahead of the May 28 Annual Shareholders’ Meeting, in which activist investor Browning West and eight other institutional investors are hoping to install their slate of nominees to the board. Their aim is to reinstall Chamandy after firing his successor, Vince Tyra.

While Gildan reiterated most of the claims already noted before in its “war of words” with Browning West, the American Apparel owner did state that the concerns over Chamandy’s “formal, multi-billion strategy proposal” regarding an acquisition was due in part to how past acquisitions by Chamandy “resulted in major write-offs,” according to a company statement.

That statement also pointed out that, in Gildan’s opinion, Browning West’s focus is on increasing leverage to fund dividends and share buybacks for short-term gains, and has no new ideas to strengthen Gilden’s operations for long-term growth. And Gildan charged that the activist is “solely focused on taking control of Gildan without paying a premium.”

Browning West has said its operating plan, formulated by Chamandy, could provide a more robust growth trajectory, as well as a stock price. But Gildan called the Browning West plan “unrealistic” marketing that was fueled by improbably operating projections. The underwear and tees manufacturer stuck to its position that the long-term plan it has in place is more “actionable [and] realistic.”