-
Director Qualifications
The Boards of Directors (the “Boards”) of Carnival Corporation and Carnival plc
(the “Companies”) shall satisfy the applicable requirements for companies listed for
trading on the New York Stock Exchange and the London Stock Exchange, requiring
that a majority of the members of the Boards satisfy the independence criteria
applicable to issuers listed on the Exchanges. The Nominating & Governance
Committee is responsible for reviewing with the Boards, on an annual basis, the
requisite skills and characteristics of new Board members as well as the composition of
the Boards as a whole. This assessment will include members’ qualification as
independent, as well as consideration of diversity, age, skills, and experience in the
context of the needs of the Boards. The Boards shall make an affirmative determination
as to whether any prospective independent director has material relationships with
either of the Companies (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the Companies). The Boards may adopt and
disclose categorical standards to assist it in making determinations of independence in
accordance with the rules of the applicable Exchanges. Nominees for directorship will
be selected by the Nominating & Governance Committee in accordance with the
policies and principles in its charter. Directors will not be nominated for election to the
Board by the Nominating & Governance Committee after their 75th birthday, although
the full Boards may nominate candidates after such age under special circumstances.
The invitation to join the Boards should be extended by the Boards themselves, by the
Chairman of the Nominating & Governance Committee and the Chairman of the Boards.
The Boards presently have 14 members. It is the sense of the Boards that a size
of 12 to 16 is appropriate. However, the Boards would be willing to expand the Boards
to accommodate an outstanding candidate.
The Boards do not believe they should establish term limits. To ensure the
continuing effectiveness and objectivity of directors, the Board will rely on annual
performance reviews of each director to be performed by the Nominating & Governance
Committee. In addition, each director must submit to annual re-election by the
shareholders.
-
Director Responsibilities
The basic responsibility of the directors is to exercise their business judgment to
act in what they reasonably believe to be in the best interests of the Companies and
their shareholders. The directors are authorized to operate and carry into effect the
agreements and deeds entered into in connection with the formation of the dual listed
company structure between the Companies. Subject to applicable law, nothing done by
any director in good faith pursuant to such authority and obligations shall constitute a
breach of the fiduciary duties of such director to the Companies or their shareholders.
The directors shall, in addition to their duties to each of the Companies, be entitled to
have regard to interests of the shareholders of each of the Companies as if the
Companies were a single entity. In discharging that obligation, directors should be
entitled to rely on the honesty and integrity of the Companies’ senior executives and
their outside advisors and auditors. The directors shall also be entitled to have the
Companies purchase reasonable directors’ and officers’ liability insurance on their
behalf, to the benefits of indemnification to the fullest extent permitted by law and the
Companies' organizational documents and any indemnification agreements, and to
exculpation as provided by the laws of the Companies’ jurisdiction of incorporation,
state law and the Companies’ organizational documents.
Directors are expected to attend the annual meetings of shareholders, Board
meetings and meetings of committees on which they serve, and to spend the time
needed and meet as frequently as necessary to properly discharge their responsibilities.
Information and data that are important to the Boards’ understanding of the business to
be conducted at a Board or committee meeting should generally be distributed in writing
to the directors before the meeting, and directors should review these materials in
advance of the relevant meeting.
The Boards have no policy with respect to the separation of the offices of
Chairman and the CEO. The Boards believe that this issue is part of the succession
planning process and that it is in the best interests of the Companies for the Boards to
make a determination when they elect a new CEO.
The agenda for each Board meeting shall be prepared by the Chairman and
reviewed by the Presiding Director. Each Board member is free to suggest the inclusion
of items on the agenda. Each Board member is free to raise at any Board meeting
subjects that are not on the agenda for that meeting. The Boards will review the
Companies’ long-term strategic plans and the principal issues that the Companies will
face in the future during at least one Board meeting each year.
The non-management directors will meet in executive session at least quarterly.
The non-management directors shall designate one non-management director to serve
as the Presiding Director to preside at executive sessions of the non-management
directors and at meetings of the Boards in the absence of the Chairman. In addition,
the Presiding Director shall serve as the principal liaison to the non-management
directors, shall review and approve meeting agenda for the Board and shall review
meeting schedules. The name of the Presiding Director will be disclosed in the annual
proxy statement.
The Boards believe that management speaks for the Companies. Individual
Board members may, from time to time, meet or otherwise communicate with various
constituencies that are involved with the Companies. But it is expected that Board
members would do this with the knowledge of the management and, absent unusual
circumstances or as contemplated by the committee charters, only at the request of
management.
The Boards shall determine the appointment and removal of the Secretary of the
Companies.
-
Board Committees
The Boards will have at all times an Audit Committee, a Compensation
Committee, Nominating & Governance Committee, and a Health, Environmental Safety
& Security Committee. All of the members of these committees will be independent
directors under the criteria established by the applicable Exchanges. Committee
members will be appointed by the Boards upon recommendation of the Nominating &
Governance Committee with consideration of the desires of individual directors.
Committee assignments and the designation of committee chairs should be based on
the director’s knowledge, interests and areas of expertise. The Boards do not favor
mandatory rotation of committee assignments or chairs. The Boards believe experience
and continuity are more important than rotation. Committee members and chairs should
be rotated only if rotation is likely to increase committee performance.
Each committee will have its own charter. The charters will set forth the
purposes, goals and responsibilities of the committees as well as qualifications for
committee membership, procedures for committee member appointment and removal,
committee structure and operations and committee reporting to the Boards. The
charters will also provide that each committee will annually evaluate its performance.
The Chairman of each committee, in consultation with the committee members,
will determine the frequency and length of the committee meetings consistent with any
requirements set forth in the committee’s charter. The Chairman of each committee, in
consultation with the appropriate members of the committee and management, will
develop the committee’s agenda. At the beginning of the year each committee will
establish a schedule of agenda subjects to be discussed during the year (to the degree
these can be foreseen). The schedule for each committee will be furnished to all
directors.
The Boards and each committee have the power to hire independent legal,
financial or other advisors as they may deem necessary, without consulting or obtaining
the approval of any officer of the Companies in advance. The Companies shall provide
the Committees with sufficient resources to perform their duties.
The Boards may, from time to time, establish or maintain additional committees
as necessary or appropriate.
-
Director Access to Officers and Employees
Directors have full and free access to officers and employees of the Companies.
Directors have full and free access to the advice and services of the Secretary of the
Companies. Any meetings or contacts that a director wishes to initiate may be arranged
through the CEO or the Secretary or directly by the director. The directors will use their
judgment to ensure that any such contact or request for advice or services is not
disruptive to the business operations of the Companies and will, to the extent not
inappropriate, copy the CEO on any written communications between a director and an
officer or employee of the Companies.
The Boards welcome regular attendance at each Board meeting of senior officers
of the Companies. If the CEO wishes to have additional personnel of the Companies
attend on a regular basis, this suggestion should be brought to the Boards for approval.
A director has the authority to hire independent professional advisors at the
expense of the Companies, as he or she may deem necessary to discharge his or her
responsibilities as director. Directors shall inform the Presiding Director of his or her
intent to engage an independent professional advisor.
-
Director Compensation
The form and amount of director compensation will be recommended by the
Compensation Committee to the Board in accordance with the policies and principles
set forth in its charter, and the Compensation Committee will conduct an annual review
of director compensation. The companies acknowledge that a director’s independence
may be jeopardized if director compensation and perquisites exceed customary levels, if
the Companies make substantial charitable contributions to organizations with which a
director is affiliated, or if the Companies enter into consulting contracts with (or provides
other indirect forms of compensation to) a director or an organization with which the
director is affiliated.
Director Orientation and Continuing Education
The Nominating & Governance Committee will maintain orientation programs for
new directors and continuing education programs for all directors, which shall include
requesting new non-executive directors be available to meet major shareholders of the
Companies.
CEO Evaluation and Management Succession
The Compensation Committee will conduct an annual review of the CEO’s
performance, as set forth in its charter. The Boards of Directors will review the
Compensation Committee’s report in order to ensure that the CEO is providing the best
leadership for the Companies in the long- and short-term.
The Nominating & Governance Committee will, when appropriate, make
recommendations to the Boards with respect to potential successors to the CEO. All
members of the Boards will work with the Nominating & Governance Committee to
evaluate potential successors to the CEO. The CEO should at all times make available
his or her recommendations and evaluations of potential successors, along with a
review of any development plans recommended for such individuals.
-
Annual Performance Evaluations of the Boards, Directors and the
Chairman
The Boards of Directors will conduct an annual self-evaluation to determine
whether they, their committees and individual directors are functioning effectively. The
Nominating & Governance Committee will receive comments from all directors and
report annually to the Boards with an assessment of the performance of the Boards and
the committees. The assessment of the Boards and the committees will be discussed
with the full membership of the Boards following the end of each fiscal year. The
assessment will focus on the contributions of the Boards and the committees to the
Companies and specifically focus on areas in which the Boards or management believe
that the Boards and committees could improve. The assessments of the individual
directors will be considered by the Nominating & Governance Committee in making their
annual recommendations to the Boards for nominees for election at the next meeting of
shareholders.
The non-management directors will meet at least annually under the direction of
the Presiding Director to conduct an appraisal of the chairman’s performance as leader
of the Boards.
-
Communications Between Interested Parties and/or Shareholders and the
Boards.
All interested parties and/or shareholders who wish to communicate with the
Boards of Directors may address their communications to the Corporate Secretary who
shall maintain a log of all such communications. The Corporate Secretary shall
promptly forward to the Presiding Director those communications that he or she
believes require immediate attention and also provide the Presiding Director on a
quarterly basis with a summary of all communications and actions taken in connection
therewith. The Presiding Director shall notify the Boards of Directors or the chairs of the
relevant committees of the Boards of those matters which he believes are appropriate
for further discussion or action.
