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CARNIVAL CORPORATION
CARNIVAL PLC
NOMINATING & GOVERNANCE COMMITTEES CHARTER

Reviewed by the N&G Committees: October 17, 2016
Approved by: Carnival Corporation & plc Boards: April 6, 2017

Purpose

The purpose of the Nominating & Governance Committees of the Boards of Directors (the “Board” or “Boards”) of Carnival Corporation and Carnival plc (the “Companies”) is: (1) to develop and recommend to the Boards a set of Corporate Governance Guidelines applicable to the Companies; (2) to assist the Boards by identifying individuals qualified to become Board members, and to recommend to the Boards the director nominees to serve on the Boards; (3) to recommend to the Boards director nominees for each committee; and (4) to assist the Boards with such other matters as may be set forth in this Charter from time to time.


Committee Structure and Operations

Number. The Nominating & Governance Committees shall consist of no fewer than three directors, each of whom is, in the business judgment of the Boards, “independent” under the requirements of the New York Stock Exchange, and the United Kingdom Corporate Governance Code and shall satisfy any other applicable regulatory requirements.

Appointment. The members of the Nominating & Governance Committees shall be appointed and replaced by the Boards.

Meetings and Reporting. The Nominating & Governance Committees shall meet either in person or telephonically at least four times a year and shall report regularly to the Boards. Nominating & Governance Committees actions may be taken by unanimous written consent when deemed necessary or desirable by the Nominating & Governance Committees or its Chairperson.

Information Sources. The Nominating & Governance Committees shall have the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firm’s fees and other retention terms. The Nominating & Governance Committees shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

Subcommittees. The Nominating & Governance Committees may form and delegate authority to subcommittees when appropriate.


Committee Responsibilities

Corporate Governance Guidelines. The Nominating & Governance Committees shall develop and recommend to the Boards the Corporate Governance Guidelines of the Companies. The Nominating & Governance Committees shall annually review and reassess the adequacy of the Corporate Governance Guidelines of the Companies and recommend any proposed changes to the Boards for approval.

Board Member Nominations. The Nominating & Governance Committees shall actively seek individuals qualified to become Board members and to recommend to the Boards the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Boards), the Nominating & Governance Committees shall recommend to the Boards an individual to fill such vacancy through appointment by the Boards. In nominating candidates, the Nominating & Governance Committees shall take into consideration candidate’s skills, independence, contributions to the Boards (with respect to incumbent directors), and such other factors, as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Boards and any committees of the Boards. The Nominating & Governance Committees may consider candidates proposed by management, but is not required to do so.

Appointment of Chairman. When appointing a Chairman, the Nominating & Governance Committees shall prepare a position description of the Chairman of the Boards, which shall include an assessment of the time commitment expected by the Companies. Prior to appointment, the Nominating & Governance Committees shall provide the Boards with an initial disclosure report of the Chairman’s outside board and committee commitments. The Nominating & Governance Committees shall report subsequent changes to the Chairman’s commitments to the Boards as they arise. The initial disclosure report, and subsequent changes thereto, shall be included in the Companies’ annual report.

Limitation on Chairman’s Activities. The Nominating & Governance Committees shall not recommend an individual for appointment, or reappointment, as Chairman if such appointment, or reappointment, would result in the individual serving a second chairmanship of a FTSE 100 company or Fortune 100 company.

Appointment of Non-Executive Board Members. The Nominating & Governance Committees shall make the terms and conditions of appointment of non-executive Board members available for review. Prior to nomination, the Nominating & Governance Committees shall provide the Boards with the confirmation from prospective nominees that they have sufficient time available to fulfill the obligations of the office and their disclosure of significant other commitments; such disclosure shall include a broad indication of the time involved with the significant other commitments. Each nonexecutive Board member shall receive a letter of appointment that shall include an assessment of the time commitment expected by the Companies. The Nominating & Governance Committees shall inform the Boards of subsequent changes to any nominee’s significant other commitments.

Limitation on Executive Board Member Activities. The Nominating & Governance Committees shall not recommend an individual for nomination, or renomination, as an executive Board member if such individual serves, or appointment to the Boards would result in the individual serving, as a non-executive Board member, or the Chairman, of more than one FTSE 100 company or Fortune 100 company.

Chief Executive Officer Succession. The Nominating & Governance Committees shall when appropriate make recommendations to the Boards with respect to potential successors to the Chief Executive Officer and work with the entire Boards to evaluate potential successors.

Assessment of the Performance of the Board, Directors and Management. The Nominating & Governance Committees shall establish procedures for the Nominating & Governance Committees to exercise oversight of the evaluation of the Boards, directors and management.

Committee Member Nominations. The Nominating & Governance Committees shall identify Board members qualified to fill vacancies on any committee of the Boards (including the Nominating & Governance Committees) and to recommend that the Boards appoint the identified member or members to the respective committee. The Nominating & Governance Committees shall also recommend the committee members to serve as Chair of each committee. In recommending a candidate for committee membership and or chairmanship, the Nominating & Governance Committees shall take into consideration the factors set forth in the charter of the committees, if any, as well as any other factors it deems appropriate, including, without limitation, the consistency of the candidate’s experience with the goals of the committees and the interplay of the candidate’s experience with the experience of other committee members.

Assessment of the Committee’s Performance. The Nominating & Governance Committees shall review and assess its performance annually and provide a report to the Boards. The performance evaluation shall compare the performance of the Nominating & Governance Committees with the requirements of this Charter. The performance evaluation by the Nominating & Governance Committees shall be conducted in such manner as the Nominating & Governance Committees deems appropriate. The report to the Boards may take the form of an oral report by the Chairperson of the Nominating & Governance Committees or any other member of the Nominating & Governance Committees designated by the Nominating & Governance Committees to make this report. The Chairman of the Nominating & Governance Committees (or a deputy chosen from its membership) will be available at the annual general meeting of the Companies to answer questions which relate to the work of the Nominating & Governance Committees.

Number of the Board. The Nominating & Governance Committees shall make recommendations to the Boards regarding the number of members to comprise the Boards from time to time.

Annual Review of this Charter. The Nominating & Governance Committees shall review and reassess the adequacy of this Charter annually and recommend to the Boards any changes deemed appropriate by the Nominating & Governance Committees.

Orientation and Continuing Education Programs. The Nominating & Governance Committees shall maintain (1) an orientation program for new directors which shall include, but not be limited to, familiarization with the Companies’ primary operating units, the Corporate Enterprise Risk Management Report and the charters of the board committees, and (2) continuing education programs for all directors, which shall include requesting that the new non-executive directors be available upon request to meet major shareholders of the Companies.

Other Activities. The Nominating & Governance Committees shall perform other activities consistent with this Charter, the Companies' by-laws or Articles of Association and governing law as the Nominating & Governance Committees or the Boards deems necessary or appropriate.

Committee Members
Committee MemberSir John Parker
ChairpersonStuart Subotnick
Committee MemberRichard J. Glasier
Committee MemberRandall J. Weisenburger
Committee MemberSir Jonathon Band
Nominating & Governance Committee Charter

CCL

$52.664,014p
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