CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the “Code”) has been adopted by our Board of Directors and summarizes the standards that guide our actions. As a guiding principle at Royal Caribbean Cruises Ltd., we are committed to act in the highest ethical manner and respect the rights and dignity of others. We will conduct our worldwide operations with honesty, fairness, integrity and trustworthiness.
This Code contains useful guidelines for daily business conduct which are intended to assist employees, officers and directors in making decisions on behalf of RCL and avoiding conflicts of interest. No guidelines can be all inclusive, however, and responsibility for proper conduct rests with each employee, officer and director. There is no substitute for personal integrity and good judgment. One helpful guide when faced with deciding a difficult situation is to consider whether you would feel comfortable if the decision became public knowledge. While it is not possible to describe every situation that is encompassed by this Code, the following guidelines are examples of matters covered by this Code. The Code is intended to memorialize our ethical standards and values and to provide a method to communicate them to our employees, officers and directors.
All employees, officers and directors of RCL will:
- Strive to exercise the basic virtues of respect, dignity, courtesy and manners in all work relationships. Recognize and avoid behaviors that others may find offensive, including the manner in which we speak and relate to one another and the materials we bring into the workplace, both printed and electronically. Recognize that conduct socially and professionally acceptable in one culture and country may be viewed differently in another. Avoid inappropriate guest interaction including sexual contact or intimacy.
- Protect the Company’s assets against loss, theft or other misuse and use sound judgment in our use of those assets. Respect the property of the Company, including its intellectual property and confidential information. Maintain confidential proprietary information generated and gathered in our business in strict confidence, except when disclosure is authorized by the Company or required by law.
- Respect the right and obligation of every employee, officer and director to resolve concerns relating to ethics questions in the course of our duties without retribution and retaliation. Give all employees, officers and directors the same opportunity to have their questions, issues and situations fairly considered while understanding that being treated fairly does not always mean that we will all be treated the same.
- Conduct themselves in an honest and ethical manner and act in the best interest of the Company. Endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company. A “conflict of interest” occurs when a person’s private interest interferes in any way with the independent exercise of his or her judgment in the best interest of the Company, including its subsidiaries and affiliates. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company. Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to an Ethics Contact.
- Commit to a comprehensive environmental protection program focusing on the key elements of reduction of waste, recycling and proper disposal.
- Compete fairly without collusion or collaboration with competitors to divide markets, set prices, restrict production, allocate customers or otherwise restrain competition. Assure that no payments or favors are offered to influence others to do something wrong.
- Keep business records that are accurate, true and complete and include all payments and receipts.
- Avoid taking for themselves business opportunities that arise through the use of corporate property, information or position. Refrain from using corporate property, information or position for personal gain and competing in any way with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where you take away from the Company opportunities for sales or purchases of property, products, services or interests.
- Endeavor to deal fairly with customers, suppliers, the public and one another at all times and in accordance with ethical business practices. Refrain from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Make no improper payment in any form directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. Exercise good judgment in the exchange of business courtesies, meals and entertainment by avoiding activities that could create even the appearance that our decisions could be compromised. Offer full disclosure and withdraw ourselves from discussions and decisions when our business judgment appears to be in conflict with a personal interest.
- Refuse to trade in RCL stock based on material information about the Company that is not known to the public. Using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. Consider all nonpublic information to be inside information and do not use it for personal gain. Familiarize yourself and comply with the Company’s policy against insider trading, the text of which is available on the Company’s intranet (NaviGate) or from the Legal Department.
- Comply with all applicable laws and regulations.
- Endeavor to include full, fair, accurate, timely and understandable disclosure in the Company’s reports and documents filed with or submitted to the United States Securities and Exchange Commission.
This Code is not meant to be a complete statement of RCL’s corporate policies nor of the proper ethical course of conduct. There are a number of policies that are not incorporated in this Code but that provide additional guidance on the course of conduct required of employees and officers. Questions concerning the interpretation of this Code may be resolved by the Ethics Steering Committee or the Audit Committee. Any waivers (including any implicit waivers) of the provisions in this Code for executive officers or directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers must be promptly disclosed to the shareholders. Amendments to this Code must be approved by the Board of Directors. Such disclosure will be made through posting on the Company’s website. This Code will be publicly disclosed on the Company’s website.
All employees, officers and directors are expected to comply with this Code. The Code will be strictly enforced and violations will be dealt with appropriately, including subjecting persons to corrective and/or disciplinary action. We will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.
Ethics Contacts
To oversee the operation of this Code, we have formed an Ethics Steering Committee which is responsible for development, consistent application of policy, review, and action taken on violations, or possible violations, of the Code. The Ethics Steering Committee will have primary authority and responsibility for the enforcement of this Code, and the Audit Committee will monitor compliance. The Company will devote the necessary resources to enable the Ethics Steering Committee to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code.
An Ethics Contact has been established for both shoreside and shipboard employees. This contact is there to listen to your concerns and communicate them to the proper authority. Employees, officers and directors should promptly report any concerns about violations of ethics, laws, rules, regulation or this Code to an Ethics Contact. All reports of ethical violations will be reviewed by the Ethics Steering Committee. Any concerns about violations of ethics, laws, rules, regulations or this Code by the CEO, the CFO or the principal Controller of the Company should be reported promptly to an Ethics Contact and such Ethics Contact shall notify the Audit Committee. Any such concerns involving any other executive officer or an Ethics Contact should be reported to the CEO. Interested parties may also communicate directly with our non-management directors through contact information located in the Company intranet (NaviGate) or our annual proxy statement.
The Audit Committee has established procedures for receiving complaints regarding accounting, internal accounting controls or auditing matters. These procedures include a provision for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. These procedures mirror those used to report possible violations of our Code of Business Conduct and Ethics. Any concerns should be brought to the attention of the Ethics Contact.
Chairman, Ethics Steering Committee
Vice President, Audit & Advisory Services
Shoreside Ethics Contact
Vice President, Audit & Advisory Services |
Shipboard Ethics Contact
Staff Captain |
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