UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒
Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
Preliminary Proxy Statement |
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
Definitive Proxy Statement |
Definitive Additional Materials |
Soliciting Material Pursuant to§240.14a-12 |
CARNIVAL CORPORATION
CARNIVAL plc
(Name of Registrants as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required. |
Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. |
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
Fee paid previously with preliminary materials. |
Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount previously paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
NOTICE OF 20152018 ANNUAL MEETINGS OF
OF SHAREHOLDERS AND
PROXY STATEMENT
Wednesday, April 11, 2018
at 8:30 a.m., local time
Four Seasons Hotel
Meeting Date:57 East 57th Street
Tuesday, April 14, 2015
At 2:00 p.m. (BST)
Meeting Place:
Church House Conference Centre
Dean’s Yard
Westminster, London SW1P 3NZNew York, New York 10022
United KingdomStates of America
February 20, 2015
Carnival Corporation & plc 2018 Proxy Statement | i |
MICKY ARISON
Chairman of the Boards
To ourDear Fellow Shareholders:
It is my pleasure to invite youYou are cordially invited to attend our joint annual meetingsAnnual Meetings of shareholdersShareholders at Church House Conference Centre, Dean’s Yard, Westminster, London SW1P 3NZ,Four Seasons Hotel, 57 East 57th Street, New York, New York 10022, United KingdomStates of America on Tuesday,Wednesday, April 14, 2015.11, 2018. The meetings will commence at 2:00 p.m. (BST)8:30 a.m., and although there are technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa. We plan to continue to rotate the location of the annual meetingsAnnual Meetings between the United Kingdom and the United States each year in order to accommodate shareholders on both sides of the Atlantic.
We are also pleased to offer an audio webcastreplay of the annualbusiness portion of the Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or www.carnivalplc.com.
Details regarding the matters to be voted on are contained in the attached noticesNotices of annual meetingsAnnual Meetings of shareholdersShareholders and proxy statement.Proxy Statement. Because of the DLCdual listed company arrangement, all voting will take place on a poll (or ballot).
Your vote is important. We encourage you to vote by proxy,as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the meeting.Annual Meetings.
The boardsBoards of directors consider votingDirectors recommend that you vote in favor of Proposals 1 through 1719 and consider their approval to be in the best interests of Carnival Corporation &and Carnival plc and itstheir shareholders. Accordingly, the boards of directors unanimously recommend that you cast your vote “FOR” Proposals 1 through 17.
Thank you for your ongoing interest in, and continued support of, Carnival Corporation & plc.
March 2, 2018 | Sincerely, | |||
Micky Arison | ||||
Chairman of the Boards of Directors |
Carnival Corporation & plc 2018 Proxy Statement | 1 |
Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meetings.
Who is Eligible to Vote?
Micky Arison
Carnival Corporation Shareholders Carnival plc Shareholders You are eligible to vote if you were a shareholder You are eligible to vote if you are a shareholder How to Vote? To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods: Carnival Corporation Shareholders* Carnival plc Shareholders • Using the Internet at www.proxyvote.com • Using the Internet at www.sharevote.co.uk • Calling toll-free 1-800-690-6903 • Using CREST electronic proxy appointment service (if you hold your shares through CREST) • Mailing your signed form • Mailing your signed proxy form If you are a record holder or your bank or broker utilizes Broadridge. Otherwise, your bank or broker will provide you with instructions on how to vote. All eligible shareholders may vote in person at the 2018 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the “Question and Answers” section. Important Note: If you plan to attend the 2018 Annual Meetings of Shareholders please see the Notice of Meetings for important details on admission requirements. Directions For directions to the 2018 Annual Meetings of Shareholders, you may contact Investor Relations at Carnival Corporation & plc, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 or via email at ir@carnival.com. Enroll for Electronic Delivery We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled, please consider doing so as it is simple, saves time and money, and is environmentally friendly. Carnival Corporation Shareholders Carnival plc Shareholders www.investordelivery.com www.shareview.co.uk TABLE OF CONTENTS
as of the close of business (EDT) on
February 13, 2018.
as of 6:30 p.m. (BST) on April 9, 2018.* 2 Carnival Corporation & plc 2018 Proxy Statement
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
United States of America
NOTICE OF 2018 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS |
We are pleased to invite you to join our Board of Directors, senior leadership and other associates at Carnival Corporation’s 2018 Annual Meeting of Shareholders.
Items of Business
3655 N.W. 87th Avenue
Miami, Florida 33178
NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS
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Dean’s Yard
Westminster, London SW1P 3NZ
United Kingdom
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Tore-elect |
To |
Tore-elect |
Tore-elect |
Tore-elect |
Tore-elect |
Tore-elect |
Tore-elect |
Tore-elect |
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11. | Tore-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc. |
12. | To hold a(non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies). |
13. | To approve the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies). |
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14. | Tore-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors |
To authorize the Audit Committee of Carnival plc to |
To receive the UK accounts and reports of the |
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To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies) |
To approve the disapplication ofpre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies) |
To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs) |
To transact such other business as may properly come before the meeting. |
Record Date
The Board of Directors set February 13, 2018 as the record date for the Carnival Corporation Annual Meeting of Shareholders. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote their shares. How to Vote Your vote is important. Please review the proxy materials for the 2018 Annual Meeting of Carnival Corporation Shareholders and follow the instructions. Audio Replay of the Annual Meetings If you are unable to attend the Annual Meetings in person, you can listen to an audio replay of the business portion of the Annual Meetings by visiting the Financial Information tab of the “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com shortly after the meetings. Then, click on Webcasts/Presentations and follow the instructions provided. |
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Meeting Admission Requirements
Attendance at the Annual Meeting is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 13, 2018). Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these security procedures.
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On behalf of the Board of Directors
ARNALDO PEREZ
General Counsel & Secretary
Carnival Corporation is continuing to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders aone-page notice regarding the Internet availability of proxy materials instead of a full set of proxy materials, unless they previously requested to receive printed copies. If you receive thisone-page notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials. All Carnival Corporation shareholders are urged to follow the instructions in the notice and submit their votes using one of the voting methods described in the proxy promptly.materials. If you receive a printed copy of the proxy materials, the accompanying envelope for return of the proxy card requires no postage. Any shareholder attending the meetingAnnual Meetings in London, United KingdomNew York, New York may personally vote on all matters that are considered, in which event theany previously submitted proxy will be revoked.
Notice and electronic delivery of this proxy statement and accompanying proxy card are being provided on or about March 5, 2015.
Carnival Corporation & plc 2018 Proxy Statement | 5 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETINGS TO BE HELD ON APRIL 14, 2015:
THIS PROXY STATEMENT AND THE CARNIVAL CORPORATION & PLC ANNUAL REPORT ARE AVAILABLE AT
www.carnivalcorp.com and www.carnivalplc.com
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISERADVISOR AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
(incorporated and registered in England and Wales under number 4039524)
Carnival House
100 Harbour Parade
Southampton SO15 1ST
United Kingdom
NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS
NOTICE OF 2018 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS |
NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held at Church House Conference Centre, Dean’s Yard, Westminster, London SW1P 3NZ,Four Seasons Hotel, 57 East 57th Street, New York, New York 10022, United KingdomStates of America on Tuesday,Wednesday, April 14, 201511, 2018 at 2:00 p.m. (BST), being 9:008:30 a.m. (EDT), for the purpose of considering and, if thought fit, passing the resolutions described below:
Proposals 1 through 1517 will be proposed as ordinary resolutions. For ordinary resolutions, the required majority is more than 50% of the combined votes cast at this meeting and Carnival Corporation’s annual meeting.Annual Meeting.
Proposals 1618 and 1719 will be proposed as special resolutions. For special resolutions, the required majority is not less than 75% of the combined votes cast at this meeting and Carnival Corporation’s annual meeting.Annual Meeting.
Election orRe-election of nine directorseleven Directors named in this proxy statementProxy Statement
1. | Tore-elect Micky Arison as a |
2. | Tore-elect Sir Jonathon Band as a |
3. | To |
4. | Tore-elect |
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5. | Tore-elect |
6. | Tore-elect |
7. | Tore-elect |
8. | Tore-elect |
9. | Tore-elect |
10. | Tore-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc. |
11. | Tore-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc. |
Executive Compensation
12. | To hold a(non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies). |
Directors’ Remuneration Report
13. | To approve the Carnival plc Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2017. |
Re-appointment and remuneration of Carnival plc auditors and ratification of Carnival Corporation auditors
Tore-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation. |
To authorize the Audit Committee of the |
Accounts and Reports
To receive the UK accounts and the reports of the |
Executive CompensationAllotment of shares
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Directors’ Remuneration Report
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Allotment of shares
THAT the |
(a) | up to a nominal amount of |
(b) | up to a nominal amount of |
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to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
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to holders of other equity securities as required by the rights of those securities or as the Directors of Carnival plc otherwise consider necessary,
and so that the directorsDirectors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s
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Carnival plc annual general meetingAnnual General Meeting (or, if earlier, until the close of business on July 13, 2016)10, 2019) but, in each case, during this period Carnival plc may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directorsDirectors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
Disapplication ofpre-emption rights
THAT, subject to Proposal |
(a) | to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Proposal |
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to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
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to holders of other equity securities, as required by the rights of those securities, or as the Directors of Carnival plc otherwise consider necessary,
and so that the directorsDirectors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) | in the case of the authority granted under paragraph (a) of Proposal |
such power to apply until the end of next year’s annual general meetingAnnual General Meeting (or, if earlier, until the close of business on July 13, 2016)10, 2019) but, in each case, during this period Carnival plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directorsDirectors of Carnival plc may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
General authority to buy back Carnival plc ordinary shares
THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 693(4) of the Companies |
(a) | the maximum number of ordinary shares authorized to be acquired is |
(b) | the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66; |
(c) | the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher |
105% of the average middle market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
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the higher of the last independent trade and the highest current independent bid for an ordinary share on the trading service venue where the purchase is carried out; and
(d) | unless previously revoked or renewed, this authority shall expire on the earlier |
the conclusion of the Annual General Meeting of Carnival plc to be held in 2019; and
18 months from the date of this resolution (except in relation to the purchase of ordinary shares, the contract of which was entered into before the expiry of such authority).
By Order of the Board | ||
Arnaldo Perez Company Secretary January 29, 2018 | Registered Office: Carnival House 100 Harbour Parade Southampton SO15 1ST United Kingdom | |
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Voting Arrangements for Carnival plc Shareholders
Carnival plc shareholders can vote in either of two ways:
by attending the meetingAnnual General Meeting and voting in person or, in the case of corporate shareholders, by corporate representatives; or
by appointing a proxy to attend and vote on their behalf, using the proxy form enclosed with this noticeNotice of annual general meeting.Annual General Meeting.
Voting in person
If you come to the annual general meeting,Annual General Meeting, please bring the attendance card (attached to the enclosed proxy form) with you. This will mean you can register more quickly.
In order to attend and vote at the annual general meeting,Annual General Meeting, a corporate shareholder may appoint one or more individuals to act as its representative. The appointment must comply with the requirements of Section 323 of the Companies Act 2006.Act. Each representative should bring evidence of their appointment, including any authority under which it is signed, to the meeting. If you are a corporation and are considering appointing a corporate representative to represent you and vote your shareholding in Carnival plc at the annual general meeting,Annual General Meeting, you are strongly encouraged topre-register your corporate representative to make registration on the day of the meeting more efficient. In order topre-register, please faxemail your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, on 01903 833168 from within the United Kingdom or +44 1903 833168 from elsewhere. Please note that this fax facility should be used only for pre-registration of corporate representatives and not for any other purpose.at proxy.votes@equiniti.com.
Voting by proxy
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote in his or her stead. A proxy need not be a shareholder of Carnival plc. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please follow the notes contained in the proxy form. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act, 2006, but who is not a shareholder, is not entitled to appoint a proxy.
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If you are a person nominated to enjoy information rights in accordance with Section 146 of the Companies Act 2006 you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right, or you have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
To be effective, a duly completed proxy form and the authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited (whether delivered personally or by post) at the offices of Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA, United Kingdom as soon as possible and in any event no later than 2:001:30 p.m. (BST) on April 12, 2015.9, 2018. Alternatively, a proxy vote may be submitted via the internetInternet in accordance with the instructions set out on the proxy form.
In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of Carnival plc in respect of the relevant joint holding.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the noticeNotice of meeting.Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Carnival plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Voting electronically
Shareholders are entitled to vote online at www.sharevote.co.uk. Shareholders voting electronically should vote as soon as possible, and in any event no later than 1:30 p.m. (BST) on April 9, 2018.
Shareholders who are entitled to vote
Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 6:0030 p.m. (BST) on
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April 12, 20159, 2018 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:0030 p.m. (BST) on April 12, 20159, 2018 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Any shareholder attending the meeting has the right to ask questions. Carnival plc must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) if:
to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) information;
the answer has already been given on a website in the form of an answer to a question,question; or (c)
it is undesirable in the interests of Carnival plc or the good order of the meeting that the question be answered.
Documents available for inspection
Copies of all service agreements (including letters of appointment) between each directorDirector and Carnival plc will be available for inspection during normal business hours on any weekday (public holidays excluded) at the registered office of Carnival plc from the date of this notice until and including the date of the meeting and at the place of the meeting for at least 15 minutes prior to and during the meeting.
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There are 1719 Proposals that require shareholder approval at the annual meetingAnnual General Meeting this year. The directorsDirectors unanimously recommend that you vote in favor of Proposals 1 through 1719 (inclusive) and. The Directors encourage you to submit your vote using one of the voting methods described herein. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose.
Web siteWebsite materials
This proxy statementProxy Statement and other information required by Section 311A of the Companies Act 2006 have been posted on our Web sitewebsite at www.carnivalcorp.com and www.carnivalplc.com.
Under Section 527 of the Companies Act, 2006, shareholders meeting the threshold requirements set out in that section have the right to require Carnival plc to publish on a Web sitewebsite a statement setting out any matter relating to: (i)
the audit of Carnival plc’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting;Annual General Meeting; or (ii)
any circumstance connected with an auditor of Carnival plc ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. Act.
Carnival plc may not require the shareholders requesting any such Web sitewebsite publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006.Act. Where Carnival plc is required to place a statement on a Web sitewebsite under Section 527 of the Companies Act, it must forward the statement to Carnival plc’s auditor not later than the time when it makes the statement available on the Web site.website. The business which may be dealt with at the annual general meetingAnnual General Meeting includes any statement that Carnival plc has been required under Section 527 of the Companies Act 2006 to publish on a Web site.
ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS
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the appointment, removal, election or re-election of any director of either or both companies;
if required by law, the receipt or adoption of the annual accounts of both companies;
the appointment or removal of the independent auditors of either company;
a change of name by either or both companies; or
the implementation of a mandatory exchange of Carnival plc shares for Carnival Corporation shares based on a change in tax laws, rules or regulations.
The relative voting rights of Carnival plc shares and Carnival Corporation shares are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each Carnival Corporation share has the same voting rights as one Carnival plc share on joint electorate actions.website.
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Carnival plc shareholders vote at the annual general meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot), which remains open for sufficient time to allow the vote at the Carnival Corporation meeting to be held and reflected in the Carnival plc meeting through the mechanism of the special voting share. An equivalent vote is cast at the subsequent Carnival Corporation meeting on each of the corresponding resolutions through a special voting share issued by Carnival Corporation; and
Carnival Corporation shareholders vote at the Carnival Corporation annual meeting (whether in person or by proxy). Voting is by ballot (or on a poll), which remains open for sufficient time to allow the vote at the Carnival plc meeting to be reflected in the Carnival Corporation meeting through the mechanism of the special voting share. An equivalent vote is cast on the corresponding resolutions at the Carnival plc meeting through a special voting share issued by Carnival plc.
A joint electorate action is approved if it is approved by:
a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution, if required by applicable law and regulations or Carnival plc’s articles) by the holders of Carnival plc’s shares and the holder of the Carnival plc special voting share as a single class at a meeting at which a quorum was present and acting;
a simple majority of the votes cast (or other majority if required by applicable law and regulations or the Carnival Corporation articles and by-laws) by the holders of Carnival Corporation shares and the holder of the Carnival Corporation special voting share, voting as a single class at a meeting which a quorum was present and acting; and
a minimum of one-third of the total votes available to be voted by the combined shareholders must be cast on each resolution for it to be effective. Formal abstentions (or votes withheld) by a shareholder on a resolution will be counted as having been “cast” for this purpose.
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Carnival plc’s Articles of Association currently require directors to submit themselves for election by shareholders at the first annual general meeting following their initial appointment to the board of directors and for re-election thereafter at subsequent annual general meetings at intervals of no more than three years. The boards of directors have decided, in accordance with the UK Corporate Governance Code published in September 2012, to submit all directors for re-election by the shareholders at the annual meetings irrespective of their date of appointment and length of service.
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If you are a beneficial owner of Carnival Corporation shares and do not provide the shareholder of record with a signed voting instruction card, your shares may constitute broker non-votes, as described in “How is the quorum determined?” In tabulating the voting result for any particular proposal, shares which constitute broker non-votes are not deemed cast for the purposes of calculating the vote.
Additionally, if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this proxy statement, Proposals 10 and 11 (the re-appointment and remuneration of independent auditors for Carnival plc and the ratification of independent registered certified public accounting firm for Carnival Corporation), Proposal 12 (the receipt of accounts and reports of Carnival plc), Proposal 14 (approval of the Carnival plc Directors’ Remuneration Report, Proposal 15 (allotment of new shares by Carnival plc), Proposal 16 (disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc) and Proposal 17 (general authority for Carnival plc to buy back Carnival plc shares) are considered “routine.” On each of the other proposals, including the election of directors and the approval of the fiscal 2014 compensation of the named executive officers, your broker, bank or other nominee will not be permitted to vote your shares without receiving voting instructions from you.
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To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions:
that certain people be allowed to attend or be excluded from attending the meeting;
that discussion be closed and the question put to the vote (provided no amendments have been raised);
that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting);
to proceed with matters in an order other than that set out in the notice of the meeting;
to adjourn the debate (for example, to a subsequent meeting); and
to adjourn the meeting.
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In order for a quorum to be validly constituted with respect to meetings of shareholders convened to consider a joint electorate action or class rights action, the special voting entities must be present.
Abstentions (including votes withheld) and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.
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the name and address of the candidate;
a brief biographical description, including his or her occupation and service on boards of any public company or registered investment company for at least the last five years;
11 |
the candidate’s signed consent to serve as a director if elected and to be named in the proxy statement.
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION
Carnival plc shareholders should refer to the “Questions Specific to ShareholdersThe Board of Carnival plc” beginning on page 18.
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Shareholder of Record
If your shares are registered directly in your name with Carnival Corporation’s transfer agent, Computershare Investor Services LLC, you are considered, with respect to those shares, the shareholder of record, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being sent directly to you by us. As the shareholder of record, you have the right to grant your voting proxy directly to the persons named in the proxy or to vote in person at the meeting. If you request a paper copy of the proxy materials as indicated in the notice, Carnival Corporation will provide a proxy card for you to use.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held under street name, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the meeting. However, since you are not the shareholder of record, you may not vote these shares in person at
the meeting. If you request a paper copy of the proxy materials as indicated in the notice, your broker or nominee will provide a voting instruction card for you to use.
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Even if you plan to attend the annual meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held under street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please refer to the voting instructions provided by your broker or nominee.
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If you hold your shares through a stockbroker or other nominee, you will need to provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a copy of a brokerage statement showing your share ownership as of February 13, 2015 together with proof of identification. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
We are also offering an audio webcast of the annual meetings. If you choose to listen to the webcast, go to our website at www.carnivalcorp.com or www.carnivalplc.com shortly before the start of the meetings and follow the instructions provided.
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QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC
Carnival Corporation shareholders should refer to “Questions Specific to Shareholders of Carnival Corporation” beginning on page 15.
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We are also offering an audio webcast of the annual meetings. If you choose to listen to the webcast, go to our website at www.carnivalcorp.com or www.carnivalplc.com shortly before the start of the meetings and follow the instructions provided.
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If you are a corporation you can vote your Carnival plc shares at the annual general meeting by appointing one or more corporate representatives. You are strongly encouraged to pre-register your corporate representative to make registration on the day of the annual general meeting more efficient. In order to pre-register you would need to fax your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, on 01903 833168 from within the United Kingdom or +44 1903 833168 from elsewhere.
Corporate representatives themselves are urged to arrive at least two hours before commencement of the annual general meeting to assist Carnival plc’s registrars with the appropriate registration formalities. Whether or not you intend to appoint a corporate representative, you are strongly encouraged to return the enclosed form of proxy to Carnival plc’s registrars.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information concerning the share ownership of (1) all persons known by us to be the beneficial owners of more than 5% of the 592,688,153 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding as of January 20, 2015, (2) all persons known by us to be the beneficial owners of more than 5% of the 216,052,515 ordinary shares of Carnival plc outstanding as of January 20, 2015, 31,964,084 of which are directly or indirectly owned by Carnival Corporation and have no voting rights, (3) each of our executive officers named in the “Summary Compensation Table” which appears elsewhere in this proxy statement, (4) each of our directors and (5) all directors and executive officers as a group.
Micky Arison, Chairman of the boardDirectors of each of Carnival Corporation and Carnival plc certain other members(together, “Carnival Corporation & plc,” “we,” “our” or “us”) is providing these proxy materials to you in connection with our joint Annual Meetings of the Arison familyShareholders on Wednesday, April 11, 2018. The Annual Meetings will be held at Four Seasons Hotel, 57 East 57th Street, New York, New York 10022, United States of America. The meetings will commence at 8:30 a.m., local time, and trusts for their benefit (collectively, the “Principal Shareholders”)although technically two separate meetings (the Carnival plc meeting will begin first), beneficially own shares representing approximately 28.6% of the voting powershareholders of Carnival Corporation may attend the Carnival plc meeting and approximately 21.8%vice-versa.
We are furnishing the proxy materials to shareholders on or about March 2, 2018.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON APRIL 11, 2018 |
The Notice of Annual Meetings, Proxy Statement and the Annual Report are available at www.carnivalcorp.com and www.carnivalplc.com. |
12 | Carnival Corporation & plc 2018 Proxy Statement |
We are committed to governance policies and practices so that shareholder and other stakeholder interests are represented in a thoughtful and independent manner. Sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing respect from other key stakeholders and interested parties, including our employees, guests and suppliers, the communities in which we conduct business, government officials and thepublic-at-large.
Carnival Corporation and Carnival plc operate under a dual listed company structure with primary stock listings in the United States (“U.S.”) and the United Kingdom (“UK”). Accordingly, we have implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. While there are customs or practices that differ between the two countries, we believe our corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.
Our corporate governance principles are set forth in our Corporate Governance Guidelines and the charters of our Board Committees. The actions described in these documents, which the Boards have reviewed and approved, implement applicable requirements, including the New York Stock Exchange listing requirements and, to the extent practicable, the UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “UK Corporate Governance Code”), as well our own vision of good governance.
We will continue to monitor governance developments in the U.S. and the UK to ensure a vigorous and effective corporate governance framework of the combined voting powerhighest international standards.
Our Corporate Governance Guidelines, copies of the charters of our Board Committees and our organizational documents are available under the “Governance” section of our website at www.carnivalcorp.com and www.carnivalplc.com.
ELECTION ORRE-ELECTION OF DIRECTORS
The Boards are elected by the shareholders to exercise business judgment to act in what they reasonably believe to be in the best interests of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favorits shareholders. The Boards select and oversee the members of Proposals 1 through 17. The table below beginssenior management, who are charged by the Boards with ownershipconducting the business of the Principal Shareholders.company.
The numberNominations of shares beneficially owned by each entity, person, director or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 21, 2015 (being 60 days after January 20, 2015) through the exercise of any stock option (“Vested Options”) and the vesting of restricted share units (“RSUs”).Directors
Beneficial Ownership Table
Name and Address Beneficial | Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares* | Percentage of Carnival Corporation Common Stock | Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares | Percentage of Carnival plc Ordinary Shares | Percentage of Combined Voting Power** | |||||||||||||||
Micky Arison | 138,271,621 | (2)(3) | 23.32 | % | 0 | * | ** | 17.8 | % | |||||||||||
MA 1994 B Shares, L.P. | 95,736,445 | (2)(4) | 16.2 | % | 0 | * | ** | 12.3 | % | |||||||||||
MA 1994 B Shares, Inc. | 95,736,445 | (2)(4) | 16.2 | % | 0 | * | ** | 12.3 | % | |||||||||||
Artsfare 2005 Trust No. 2 | 37,580,930 | (2)(5)(11) | 6.3 | % | 0 | * | ** | 4.8 | % | |||||||||||
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 | ||||||||||||||||||||
Verus Protector, LLC | 37,580,930 | (2)(5) | 6.3 | % | 0 | * | ** | 4.8 | % | |||||||||||
Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134 | ||||||||||||||||||||
Richard L. Kohan | 37,582,930 | (2)(6) | 6.3 | % | 0 | * | ** | 4.8 | % | |||||||||||
Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134 | ||||||||||||||||||||
MBA I, L.P. | 900,000 | (2)(7) | * | ** | 0 | * | ** | * | ** | |||||||||||
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 | ||||||||||||||||||||
Artsfare 2003 Trust | 932,439 | (2)(7)(8)(14) | * | ** | 0 | * | ** | * | ** | |||||||||||
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 |
Name and Address Beneficial Owners or Identity of Group(1) TAMMS Management Corporation c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 James M. Dubin c/o Madison Place Partners, LLC One Madison Place Harrison, NY 10528 John J. O’Neil. c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805 JMD Delaware, Inc. Knight Protector, Inc. Northern Trust Corporation Arnold W. Donald David Bernstein Alan Buckelew Gerald R. Cahill Michael Thamm Sir Jonathon Band Richard J. Glasier Debra Kelly-Ennis Sir John Parker Stuart Subotnick Laura Weil Randall J. Weisenburger Capital World Investors 333 South Hope Street Los Angeles, CA 90071 AXA S.A. 25 Avenue Matignon 75008 Paris France BlackRock, Inc. 55 East 52nd Street New York, NY 10022 Schroders plc c/o Schroders Investment Management Ltd. 31 Gresham Street London EC2V 7QA United Kingdom EuroPacific Growth Fund 333 South Hope Street Los Angeles, CA 90071 All directors and executive officers as a group (20 persons) Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Shares and Trust Shares* Percentage of
Carnival
Corporation
Common Stock Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares Percentage of
Carnival plc
Ordinary
Shares Percentage of
Combined
Voting
Power** 32,439 (2)(8)(14) * ** 0 * ** * ** 34,319,462 (2)(9) 5.8 % 0 * ** 4.4 % 29,364,216 (2)(10)(13) 5.0 % 0 * ** 3.8 % 38,180,930 (2)(11) 6.4 % 0 * ** 4.9 % 4,954,246 (2)(4)(12) * ** 0 * ** * ** 29,364,216 (2)(13) 5.0 % 0 * ** 3.8 % 35,561,779 (15) 6.0 % 0 * ** 4.6 % 129,780 (16) * ** 0 * ** * ** 66,526 * ** 0 * ** * ** 128,461 (17) * ** 0 * ** * ** 79,201 * ** 0 * ** * ** 0 * ** 11,956 (18) * ** * ** 17,147 * ** 0 * ** * ** 45,299 (19) * ** 0 * ** * ** 0 * ** 0 * ** * ** 32,916 * ** 10,004 (20) * ** * ** 33,405 * ** 0 * ** * ** 30,118 * ** 0 * ** * ** 83,609 * ** 0 * ** * ** 51,818,532 (21) 8.7 % 0 * ** 6.7 % 0 * ** 10,627,443 (22) 5.7 % 1.4 % 0 * ** 15,651,916 (23) 8.5 % 2.0 % 0 * ** 9,758,601 (22) 5.3 % 1.3 % 0 * ** 9,745,000 (24) 5.3 % 1.3 % 139,167,630 (25) 23.5 % 64,797 (26) * ** 18 %
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc duringare two separate legal entities and, with respecttherefore, each has a separate Board of Directors, each of which in turn has its own Nominating & Governance Committee. As the dual listed company (“DLC”) arrangement requires that there be identical Boards of Directors, the Nominating & Governance Committees make one set of determinations in relation to their most recent fiscal yearboth companies.
The Nominating & Governance Committees actively seek individuals qualified to become Board members and upon written representations from persons knownrecommend to usthe Boards the nominees to be subject to Section 16stand for election as Directors at the Annual Meetings of Shareholders or, if applicable, at a Special Meeting of Shareholders.
When evaluating prospective candidates for Director, regardless of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a)source of the Exchange Act duringnomination, the Nominating & Governance Committees will consider, in accordance with their charters, such factors as they deem appropriate, including, but not limited to:
the candidate’s judgment;
Carnival Corporation & plc 2018 Proxy Statement | 13 |
GOVERNANCE
Election or Re-Election of Directors
the candidate’s skill;
diversity considerations;
the candidate’s experience with businesses and other organizations of comparable size;
the interplay of the candidate’s experience with respectthe experience of other members of the Boards; and
the extent to which the candidate would be a desirable addition to the year ended November 30, 2014.Boards and any Committees of the Boards.
Our Corporate Governance Guidelines dictate that diversity should be considered by the Nominating & Governance Committees in the director identification and nomination process. This means that the Nominating & Governance Committees seek nominees who bring a variety of business backgrounds, experiences and perspectives to the Boards. The Boards believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Boards to fulfill their responsibilities and the Nominating & Governance Committees assess the effectiveness of this approach as part of the annual evaluations of our Boards of Directors.
PROPOSALS 1-9As of the date of this Proxy Statement, 27% of the members of the Boards are women (being three of 11 members).
The Nominating & Governance Committees will also use their best efforts to see that the composition of the Boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The Nominating & Governance Committees and the Boards utilize the same criteria for evaluating candidates regardless of the source of the referral. The Nominating & Governance Committees may consider candidates proposed by management, but are not required to do so. Other than the foregoing, there are no stated minimum criteria for Director nominees.
The Nominating & Governance Committees identify nominees by first evaluating the current members of the Boards willing to continue in service. As part of director succession planning, current members of the Boards with skills and experience that are relevant to our business and who are willing to continue in service are considered forRE-ELECTION OF DIRECTORSre-nomination, balancing the value of continuity of service by existing members of the Boards with that of obtaining a new perspective. If any member of the Boards does not wish to continue in service or if the Nominating & Governance Committees or the Boards decide not tore-nominate a member forre-election, the Nominating & Governance Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating & Governance Committees and the Boards are polled for suggestions as to individuals meeting the criteria of the Nominating & Governance Committees. The Nominating & Governance Committees may engage a third party search firm to identify and attract potential nominees, however, Jason Glen Cahilly was identified as a potential board member by our Chairman.
2018 Nominees for Election orRe-Election to the Boards
The DLC arrangement requires the boardsBoards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election orre-election of directorsDirectors to each board.Board. There are nine11 nominees for election orre-election to each boardBoard of directors.Directors. Each nominee currently serves as a directorDirector of both companies. All nominees for directorDirector are to be elected orre-elected to serve until the next annual meetingAnnual Meeting and until their successors are elected.
With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a director,Director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years and the nominees’nominee’s qualifications, including particular areas of expertise, to serve as a director.Director.
14 | Carnival Corporation & plc 2018 Proxy Statement |
GOVERNANCE
Election or Re-Election of Directors
The Nominating & Governance Committees conducted performance evaluations on the members of our boardsBoards of directorsDirectors serving during fiscal 20142017 and reported the results to the boards.Boards. The boardsBoards determined that each nominee was an effective and committed member of the boards.
AsBoards and the Board Committees on which each serves. In addition, in 2016, the Nominating & Governance Committees engaged a third-party governance expert to perform an assessment of the date of this proxy statement, 22%effectiveness of the Boards. The third-party governance expert interviewed each Director and members of the boards are women (being two of nine members). The boards have expressed their intent to fill future board vacancies with female candidates, where skill set and relevant experience for the particular vacancy can be met to achieve a target of 25% female by the end of 2015. This is consistentsenior management who interact substantially with the aspirational targetBoards, reviewed the results of the assessment with the Senior Independent Director, and then organized and summarized the assessment for FTSE 100 boards recommended indiscussion with the Davies Review published in the UK in February 2011, entitled “Women onfull Boards.”
Accordingly, the boardsBoards of directorsDirectors unanimously recommend a voteFOR the election orre-election of each of the following Director nominees:
Micky Arison | ||
Carnival Corporation Director since1987 Carnival plc Director since2003 Age:68 |
Board Committees: Executive (Chair) Other Public Company Boards: None Qualifications: Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well asin-depth |
Mr. Arison’s qualifications to serve on the boards include his decades of leadership experience with Carnival Corporation & plc, as well as in-depth knowledge of our business, our history and the cruise industry, all gained through more than 40 knowledge of our business, our history and the cruise industry, all gained through more than 45 years of service with our companies.
Sir Jonathon Band | ||
Carnival Corporation Director since 2010 Carnival plc Director since 2010 Age:68 | Sir Jonathon has been a |
Sir Jonathon’s qualifications to serve on the boards
Board Committees: Health, Environmental, Safety & Security (“HESS”) (Chair) and Nominating & Governance
Other Public Company Boards: None
Qualifications:
Sir Jonathon’s qualifications to serve on the Boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company and industry matters.
Carnival Corporation & plc 2018 Proxy Statement | 15 |
GOVERNANCE
Election or Re-Election of Directors
Jason Glen Cahilly | ||
Carnival Corporation Director since July 2017 Carnival plc Director sinceJuly2017 Age:47 | Mr. Cahilly is the Founder and Chief Executive Officer of Dragon Group LLC, a private investment firm, which concurrently provides business management consulting and advisory services. Mr. Cahilly previously served as Chief Strategic and Financial Officer of the National Basketball Association, a North American professional basketball league, from 2013 to June 2017, as well as a Director of the Board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as a partner and the globalco-head of media and telecommunications. He is also aNon-Executive Director of Corsair Components, a leading supplier of high-performance PC systems. Board Committees: Audit Other Public Company Boards: None Qualifications: Mr. Cahilly’s qualifications to serve on the Boards include his more than 20 years’ experience in the global media, entertainment, sports, technology, leisure, communications and finance sectors in a variety of senior leadership roles. |
Helen Deeble | ||
Carnival Corporation Director since2016 Carnival plc Director since2016 Age:56 | Ms. Deeble was the Chief Executive Officer of P&O Ferries Division Holdings Ltd., apan-European shipping and logistics business, from 2006 until December 2017. She is also aNon-Executive Director of the Port of London Authority, The Standard Club Ltd. and the UK Chamber of Shipping. Board Committees: HESS Other Public Company Boards: None Qualifications: Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management roles, including significant maritime operational and commercial experience gained through her service as a chief executive officer of a passenger shipping organization. She is also a UK Chartered Accountant. |
16 | Carnival Corporation & plc 2018 Proxy Statement |
GOVERNANCE
Election or Re-Election of Directors
Arnold W. Donald | ||
Carnival Corporation Director since2001 Carnival plc Director since Age:63 | Mr. Donald has been President and Chief Executive Officer of Carnival Corporation & plc since 2013. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000, he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He Board Committees: Executive Other Public Company Boards: Bank of America Corporation (since 2013); and Crown Holdings, Inc. (since 1999) Qualifications: Mr. Donald’s qualifications to serve on the Boards include his broad leadership and other executive skills gained through his prior executive leadership experience with aFortune-100 |
Mr. Donald’s qualifications to serve on the boards include his broad leadership and other executive skills gained through his prior executive leadership experience with a Fortune-100 science-based research and development, manufacturing and marketing company, a privately-held company with global operations, and as head of a large international research-based not-for-profit corporation. He also has broad experience in corporate governance, having served as a director, science-based research and development, manufacturing and marketing company, a privately held company with global operations, and as head of a large international research-basednot-for-profit corporation. He also has broad experience in corporate governance, having served as a Director, past and present, of a number of other publicly-traded companies.
Richard J. Glasier | ||
Carnival Corporation Director since 2004 Carnival plc Director since Age:72 | Mr. Glasier was President of Argosy Gaming Company, an owner and operator of casinos, from 2002 to 2005, and its Chief Executive Officer from 2003 until 2005. From 1995 to 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd., a global cruise company. Board Committees: Audit (Chair), Compensation and Nominating & Governance Other Public Company Boards: None Qualifications: Mr. Glasier’s qualifications to serve on the Boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the Chief Executive Officer of a New York Stock Exchange-listed operator of hotels and casinos, and as well as many years of public company board experience. |
Mr. Glasier’s qualifications to serve on the boards include significant cruise industry experience as a senior financial officer
Carnival Corporation & plc 2018 Proxy Statement | 17 |
GOVERNANCE
Election or Re-Election of a major cruise line, as well as his managerial and corporate governance expertise acquired as the chief executive officer of a New York Stock Exchange-listed operator of hotels and casinos, as well as a director of other public companies.Directors
Debra Kelly-Ennis | ||
Carnival Corporation Director since 2012 Carnival plc Director since Age:61 | Ms. Kelly-Ennis was President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to 2012. From 2005 to 2008, she was Chief Marketing Officer for Diageo North America Inc., another subsidiary of Diageo plc. Ms. Kelly-Ennis has also held marketing, |
sales and general management positions with leading companies such as RJR/Nabisco, Inc., The Coca-Cola Company, General Motors Corporation and Grand Metropolitan PLC. She has been honored as one of the Top 100 Most Powerful Women in Canada in 2012, 2011, 2010 and 2009 and was named Leading Chief Executive Officer in 2010 by the Toronto Human Resources Professional Association. She |
Ms. Kelly-Ennis’s qualifications to serve on the boards include her extensive marketing and practical
Board Committees: HESS
Other Public Company Boards: Altria Group, Inc. (since 2013); and TFI International Inc. (since May 2017)
Qualifications:
Ms. Kelly-Ennis’s qualifications to serve on the Boards include her extensive marketing and general managerial experience gained through 30 years of working with consumer brand corporations, as well as many years of public company board experience.
18 | Carnival Corporation & plc 2018 Proxy Statement |
GOVERNANCE
Election or Re-Election of Directors
Sir John Parker | ||
Carnival Corporation Director since 2003 Carnival plc Director since 2000 Age:75 | Sir John has been Board Committees: HESS and Nominating & Governance Other Public Company Boards: Airbus Group NV (since 2007); and Pennon Group plc (since 2015) Qualifications: Sir John’s qualifications to serve on the Boards include his extensive international background and wealth of corporate experience. His past and present service as aNon-Executive |
Sir John’s qualifications to serve on the boards include his extensive international background and wealth of corporate experience. His past and present service as a non-executive director of a number of listed UK companies provides the boards Director of a number of listed UK companies provides the Boards with invaluable knowledge and insight with respect to UK corporate governance policies and practices. In addition, Sir John, as a qualified naval architect and former head of a major shipbuilding company, is very experienced in the design, construction and operation of ships.
| 19 |
GOVERNANCE
Election or Re-Election of Directors
Stuart Subotnick | ||
Carnival Corporation Director since1987 Carnival plc Director since Age:76 | Mr. Subotnick has been President and Chief Executive Officer of Metromedia Company, a privately held diversified Delaware general partnership, since 2010, having previously served as its |
Mr. Subotnick’s qualifications to serve on the boards include his significant experience in financing, investing and general business matters, as well as his past experience with us, which are important to the boards
Board Committees: Audit, Executive and Nominating & Governance (Chair)
Other Public Company Boards: None
Qualifications:
Mr. Subotnick’s qualifications to serve on the Boards include his significant experience in financing, investing and general business matters, as well as his past Board experience with us, which are important to the Boards when reviewing our investor relations, assessing potential financings and strategies, and otherwise evaluating our business decisions.
Laura Weil | ||
Carnival Corporation Director since2007 Carnival plc Director since2007 Age:61 |
Board Committees: Audit and Compensation Other Public Company Boards: Christopher & Banks Corporation (since 2016) Qualifications: Ms. Weil’s qualifications to serve on the Boards include her extensive financial, strategic information technology and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in globale-commerce and consumer strategies from her leadership experience with multi-billion dollar New York Stock Exchange-listed retailers. |
20 | Carnival Corporation & plc 2018 Proxy Statement |
Ms. Weil’s qualifications to serve on the boards include her extensive financial, information technologyGOVERNANCE
Board and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in global e-commerce and consumer strategies from her leadership experience with a multi-billion dollar New York Stock Exchange-listed retailer.Committee Governance
Randall J. Weisenburger | ||
Carnival Corporation Director since2009 Carnival plc Director since2009 Age:59 | Mr. Weisenburger has been Board Committees: Audit, Compensation (Chair) and Nominating & Governance Other Public Company Boards: Valero Energy Corporation Qualifications: Mr. Weisenburger’s qualifications to serve on the Boards include his broad leadership and operational skills gained as a senior executive of a largemulti-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive. |
Mr. Weisenburger’s qualifications to serve on the boards include his broad leadership and operational skills gained as a senior executive of a large multi-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive.
RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION
The Audit Committee of the board of directors of Carnival plc has selected the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the year ending November 30, 2015, subject to the approval of our shareholders. The Audit Committee of the board of directors of Carnival Corporation has selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered certified public accounting firm for the year ending November 30, 2015. Representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP will be present at the annual meetings, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders.
This resolution would re-appoint PricewaterhouseCoopers LLP as the independent auditors of Carnival plc until the conclusion of the next general meeting at which Carnival plc’s annual accounts and reports are laid. It is a requirement of Section 489(2) of the Companies Act 2006 that Carnival plc appoint its independent auditors at a general meeting at which its annual accounts and reports are laid. You are also being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of PricewaterhouseCoopers LLP as independent auditors of Carnival plc.
Although ratification by our shareholders of the appointment of an independent certified public accounting firm for Carnival Corporation is not legally required, our boards of directors believe that such action is desirable. If our shareholders do not approve Proposal 11, the Audit Committees will consider the selection of another accounting firm for 2016 and future years.
The boards of directors unanimously recommend a vote FOR the re-appointment of the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the 2015 fiscal year, the authorization of the Audit Committee of Carnival plc to agree the remuneration of PricewaterhouseCoopers LLP and the ratification of the selection of the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered certified public accounting firm for the 2015 fiscal year.
RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC
The directors of Carnival plc are required by the Companies Act 2006 to present the financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the directors of Carnival plc lay before the annual meetings the Carnival plc accounts and the reports of the directors and auditors for the year ended November 30, 2014, which have been approved by and signed on behalf of Carnival plc’s board of directors and will be delivered to the Registrar of Companies in the UK following the annual meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached to this proxy statement as Annex A and the UK statutory Strategic Report is included within the Carnival plc consolidated IFRS financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the annual meetings.
The boards of directors unanimously recommend a vote FOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, 2014.
AN ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with an advisory (non-binding) vote to approve our executive compensation. Although the vote is advisory and is not binding on the boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote as the “say-on-pay” vote.
The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. Two years ago, our shareholders recommended that we provide them with the opportunity to provide their “say-on-pay” vote each year and our boards have accepted that recommendation.
The boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and longer-term compensation opportunities to enable Carnival Corporation & plc meets short-term objectives while continuing to produce value for its shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our named executive officers with those of our shareholders. For example:
Our compensation philosophy places more emphasis on variable elements of compensation (such as annual cash bonuses and equity-based compensation) than fixed remuneration.
In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for the named executive officers. The grants vest zero to 200% based upon the extent to which annual earnings before income and taxes (“EBIT”), as adjusted for certain fuel price changes, for each of the three fiscal years in the 2014-2016 performance cycle exceeds specified performance goals, and return on invested capital (“ROIC”) exceeds a specified performance goal at the end of the three-year performance cycle and as modified up or down by up to 25% at the end of the three year performance cycle for the Carnival Corporation & plc’s total shareholder return (“TSR”) rank relative to the Peer Group (defined below).
To further promote long-term shareholder alignment, we require our named executive officers to meet and maintain stock ownership requirements.
The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to the named executive officers is generally consistent with that offered by the competitive market to their named executive officers.
Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections.
We encourage you to read our Compensation Discussion and Analysis contained within this proxy statement for a more detailed discussion of our compensation policies and procedures.
Our shareholders have the opportunity to vote for or against, or to abstain from voting, on the following resolution:
“Resolved, that the shareholders approve the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).”
The above referenced disclosures appear at pages 43 to 78 of this proxy statement.
The boards of directors unanimously recommend a vote “FOR” approval of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).
APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT
In accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report. The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this proxy statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.
The boards of directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Report.
APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES
AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW CARNIVAL PLC SHARES
Summary. Proposal 15 authorizes the directors of Carnival plc to issue, until the next annual general meeting of Carnival plc (or, if earlier, until the close of business on July 13, 2016), a maximum number of Carnival plc ordinary shares (or to grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate amount) without further shareholder approval. Proposal 16 authorizes the directors of Carnival plc to
issue (or sell any ordinary shares which Carnival plc elects to hold in treasury), until the next annual general meeting of Carnival plc (or, if earlier, until the close of business on July 13, 2016), a maximum number of Carnival plc ordinary shares for cash without first offering them to existing shareholders in accordance with the pre-emption rights that would otherwise be applicable. As is the case with many UK companies, these resolutions are proposed each year as the directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted without shareholder approval and for shares to be allotted for cash without making a pre-emptive offer. The Carnival plc directors have no current commitments or plans to allot additional shares of Carnival plc.
Discussion. Under Article 30 of the Articles of Association of Carnival plc, the directors have, for a “prescribed period,” unconditional authority to allot ordinary shares in Carnival plc up to an aggregate nominal amount known as the “allotment amount.”
The power to implement the authority provided by Article 30 is sought each year by the proposal of an ordinary resolution to establish the prescribed period and the allotment amount. By passing this ordinary resolution, shareholders are authorizing the board of Carnival plc to issue, during the prescribed period, a maximum number of shares having an aggregate nominal value equal to the allotment amount, without further shareholder approval. In the absence of such approval, the issuance of any additional shares would require shareholder approval.
Under Article 31 of the Articles of Association of Carnival plc, the directors have, for the same “prescribed period” referred to above, power to allot a small number of ordinary shares for cash without making a pre-emptive offer to existing shareholders up to an aggregate nominal amount known as the “disapplication amount.”
The power to implement the authority provided by Article 31 is sought each year by the proposal of a special resolution to establish the disapplication amount. By passing this special resolution, shareholders are authorizing the board of Carnival plc to issue, during the prescribed period, an amount of shares having an aggregate nominal value equal to the disapplication amount, for cash without first offering them to existing shareholders of Carnival plc.
The Third Amended and Restated Articles of Incorporation of Carnival Corporation do not contain equivalent provisions and holders of Carnival Corporation shares do not have pre-emption rights. Accordingly, no action is required in respect of the ability of Carnival Corporation to allot shares or to disapply pre-emption rights.
In common with many UK companies, resolutions to renew the prescribed period and re-establish the allotment amount and the disapplication amount are normally proposed each year as the directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted and for shares to be allotted for cash without making a pre-emptive offer. This is the purpose of Proposal 15 (an ordinary resolution) and Proposal 16 (a special resolution). As usual, the prescribed period is the period from the passing of the resolutions until the next annual general meeting (or, if earlier, until the close of business on July 13, 2016).
Guidelines issued by the Association of British Insurers, whose member insurance companies are some of the largest institutional investors in UK listed companies, require the allotment amount to be limited to one-third of the issued ordinary share capital (except in the case of a rights issue). By reference to Carnival plc’s issued ordinary share capital on January 20, 2015, the maximum allotment amount is $119,549,058, which is equal to 72,017,505 new Carnival plc ordinary shares, being one third of the amount of the issued ordinary share capital (excluding treasury shares).
In line with guidance issued by the Association of British Insurers, paragraph (b) of Proposal 15 would give the directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to $239,098,117 (representing 144,035,010 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 15. However, if they do exercise the authorities
given to them if Proposals 15 and 16 are passed, the directors intend to follow the Association of British Insurers’ recommendations concerning their use (including as regards the directors standing for election or re-election in certain cases). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 20, 2015.
Guidelines issued by the Pre-emption Group, a group comprising representatives of UK listed companies, investment institutions and corporate finance practitioners and formed under the support of the London Stock Exchange to monitor the operation of the Guidelines, recommend that a resolution to disapply the statutory pre-emption rights provided by UK company law should be limited to an amount of equity securities not exceeding 5% of the nominal value of the company’s issued ordinary share capital. By reference to Carnival plc’s issued ordinary share capital on January 20, 2015, the maximum disapplication amount is $17,932,359, which is equal to 10,802,626 new Carnival plc ordinary shares. In respect of this aggregate nominal amount, the directors of Carnival plc confirm their intention to follow the provisions of the Pre-emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
In summary, if Proposals 15 and 16 were passed, the extent of the authority of the directors to allot new Carnival plc ordinary shares for cash on terms which would be dilutive to the existing shareholdings of Carnival plc shareholders, without shareholder approval, would be limited to 10,802,626 new Carnival plc ordinary shares, being 5% of the issued ordinary share capital of Carnival plc at January 20, 2015. The directors have no current commitments or plans to allot additional shares of Carnival plc. Furthermore, the adoption of Proposals 15 and 16 would have no material effect on the ability of Carnival plc to undertake or defend against a takeover attempt.
The boards of directors have authorized the repurchase of up to 19.2 million Carnival plc ordinary shares and the repurchase of up to 32.8 million shares of Carnival Corporation common stock under Stock Swap programs. We use the Stock Swap programs in situations where we can obtain an economic benefit because either Carnival Corporation common stock or Carnival plc ordinary shares are trading at a price that is at a premium or discount to the price of Carnival plc ordinary shares or Carnival Corporation common stock, as the case may be. Any realized economic benefit under the Stock Swap programs is used for general corporate purposes. As of the date of this proxy statement, no Carnival plc shares are held by Carnival plc in treasury.
In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue and sell shares of Carnival Corporation common stock through a sales agent, from time to time at prevailing market prices in ordinary brokers’ transaction, and use the sale proceeds to repurchase Carnival plc ordinary shares in the UK market on at least an equivalent basis. Based on authorizations provided by the boards of directors in October 2008, Carnival Corporation was authorized to issue and sell up to 19.2 million of its common stock in the U.S. market.
In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments Limited, a subsidiary of Carnival Corporation, through a sales agent from time to time at prevailing market prices in ordinary broker transactions, and use the sale proceeds to repurchase shares of Carnival Corporation common stock in the U.S. market on at least an equivalent basis. Based on an authorization provided by the boards of directors in January 2013, Carnival Corporation or Carnival Investments Limited was authorized to sell up to 32.8 million Carnival plc ordinary shares in the UK market.
The boards of directors unanimously recommend a vote FOR the approval of limits on the authority to allot Carnival plc shares and the disapplication of pre-emption rights for Carnival plc.
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
The boards of directors have authorized the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). The Repurchase Program does not have an expiration date and may be discontinued by our boards of directors at any time.
At January 20, 2015, the remaining availability under the Repurchase Program was $975 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under the Repurchase Program, in addition to repurchases made with net proceeds resulting from the Stock Swap programs described above.
Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act 2006 for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect market purchases of up to 21,569,788 ordinary shares of Carnival plc (being approximately 10% of Carnival plc’s ordinary shares in issue). During fiscal 2014, no ordinary shares have been purchased under the Repurchase Program and the Stock Swap Program and through January 20, 2015. Carnival Corporation & plc treats any such purchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program or the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc share buy back authority. That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2015 annual general meeting or (ii) October 13, 2015. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of up to 21,605,252 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 20, 2015) is being sought.
The boards of directors confirm that the authority to purchase Carnival plc’s shares under the Repurchase Program and the Stock Swap program will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. In particular, the program will only proceed if we believe that it is in the best interests of Carnival Corporation, Carnival plc and their shareholders generally. The boards of directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation.
If the boards of directors exercise the authority conferred by Proposal 17, we would have the option of holding the shares in treasury, or cancelling them. Shares held in treasury can be re-sold for cash, used for employee share plans or later cancelled. The boards of directors think it prudent to maintain discretion as to dealing with the purchased shares. As of the date of this proxy statement, no Carnival plc shares are held by Carnival plc in treasury.
The boards of directors consider that any buy back of Carnival plc shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one ordinary share of Carnival plc, with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs.
The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher of (i) 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.
As of January 20, 2015, there are options outstanding to subscribe for 222,174 ordinary shares and Carnival plc has issued 917,339 RSUs, which represent in the aggregate less than 1% of Carnival plc’s issued share capital. If 21,605,252 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these options and RSUs would represent in the aggregate less than 1% of Carnival plc’s issued share capital.
The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc annual general meeting in 2016 or on July 13, 2016, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority).
The boards of directors unanimously recommend a vote FOR the general authority to buy back Carnival plc ordinary shares.
BOARD STRUCTURE AND COMMITTEE MEETINGSGOVERNANCE
Independence of Board Members
The boards of directors have determined that each of the following directors is an “independent director” in accordance with the corporate governance rules of the New York Stock Exchange as a result of having no material relationship with Carnival Corporation & plc other than (1) serving as a director and board committee member, (2) receiving related fees as disclosed in this proxy statement and (3) having beneficial ownership of Carnival Corporation and/or Carnival plc securities as disclosed in the section of this proxy statement entitled “Stock Ownership of Certain Beneficial Owners and Management”: Sir Jonathon Band, Richard J. Glasier, Debra Kelly-Ennis, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger.
Board Meetings
During the year ended November 30, 2014,2017, the boardBoard of directorsDirectors of each of Carnival Corporation and Carnival plc held a total of sixseven meetings. Each Carnival Corporation directorDirector and each Carnival plc directorDirector attended either telephonically or in person at least 75% of all Carnival Corporation & plc boardBoard of directorsDirectors and applicable committeeBoard Committee meetings held during the period that he or she served.
All Board members are expected to attend our Annual Meetings of Shareholders. At the 2017 Annual Meetings, all 10 incumbent Board members of each company were in attendance.
Board Leadership Structure
Our Corporate Governance Guidelines provideBoards of Directors is led by our executive Chair, Mr. Arison. The Chief Executive Officer position is currently separate from the Chair. The Boards maintain the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Carnival Corporation & plc at a given point in time. We believe that the separation of the Chair and Chief Executive Officer positions is appropriate corporate governance for us at this time, and that having Mr. Arison as our non-executive directors willexecutive Chair enables Carnival Corporation & plc and the Boards to continue to benefit from Mr. Arison’s skills and expertise, including his extensive knowledge of our business.
OurNon-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. All ofThe Presiding Director leads those meetings and also acts as the Senior Independent Director under the UK Corporate Governance Code. In addition, the Presiding Director serves as the principal liaison to theNon-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Mr. Subotnick served as Presiding Director and Senior Independent Director until July 2017 when he stepped down from those roles and our non-executive directors,Non-Executive Directors, acting in executive session, elected Mr. SubotnickWeisenburger to take over as the Presiding Director and Senior Independent Director.
The structure of our Boards facilitates the continued strong communication and coordination between management and the Boards and enables the Boards to preside at these meetings. Mr. Subotnick also actsfulfill their risk oversight responsibilities, as further described below.
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GOVERNANCE
Board and Committee Governance
Board Committees
The Boards delegate various responsibilities and authority to different Board Committees. The Board Committees regularly report on their activities and actions to the senior independent director underfull Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Committees, which are each comprised of the UK Corporate Governance Code.same Directors for each company, as follows:
All board
Audit;
Compensation;
Executive;
HESS; and
Nominating & Governance.
Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Each Board Committee can engage outside experts, advisors and counsel to assist the Committee in its work.
The current Board Committee members are expected to attend our annual meetings of shareholders. At the 2014 annual meetings, all of the board members of each company were in attendance.as follows:
Name
| Board Committees
| |||||||||
Audit | Compensation | Executive | HESS | Nominating & Governance | ||||||
Micky Arison | — | — | Chair | — | — | |||||
Sir Jonathon Band | — | — | — | Chair | X | |||||
Jason Glen Cahilly | X | — | — | — | — | |||||
Helen Deeble | — | — | — | X | — | |||||
Arnold W. Donald | — | — | X | — | — | |||||
Richard J. Glasier | Chair | X | — | — | X | |||||
Debra Kelly-Ennis | — | — | — | X | — | |||||
Sir John Parker | — | — | — | X | X | |||||
Stuart Subotnick | X | — | X | — | Chair | |||||
Laura Weil | X | X | — | — | — | |||||
Randall J. Weisenburger | X | Chair | — | — | X | |||||
Number of Board Committee meetings in fiscal 2017 | 14 | 4 | 0 | 4 | 5 |
Audit Committees.The Audit Committees assist the Boards in their general oversight of our financial reporting, internal controls and audit functions, and are responsible for the appointment, retention, compensation, and oversight of the work of our independent auditors and our independent registered certified public accounting firm. The Board of Directors of Carnival Corporation has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules. In addition, the Board of Directors of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the UK Corporate Governance Code. The Boards determined that each member of the Audit Committees has sufficient knowledge in reading and understanding the company’s financial statements to serve on the Audit Committees. The responsibilities and activities of the Audit Committees are described in detail in “Report of the Audit Committees” and the Audit Committees’ charter.
Compensation Committees.The Compensation Committees have authority for reviewing and determining salaries, performance-based incentives, and other matters related to the compensation of our executive officers, and administering our stock incentive plans, including reviewing and granting equity-based grants to our executive officers and other employees. The Compensation Committees
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GOVERNANCE
Board and Committee Governance
also review and determine various other compensation policies and matters, including making recommendations to the Boards with respect to the compensation of theNon-Executive(non-employee) Directors, incentive compensation and equity-based plans generally, and administering the employee stock purchase plans. For more information on the responsibilities and activities of the Compensation Committees, including the Committees’ processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Executive Compensation” and the Compensation Committees’ charter.
Executive Committees.The Executive Committees may exercise the authority of the full Boards between meetings of the Boards, except to the extent that the Boards have delegated authority to another Committee or to other persons, and except as limited by applicable law.
HESS Committees. The HESS Committees review and recommend policies relative to the protection of the environment and the health, safety and security of employees, contractors, guests and the public. The HESS Committees also supervise and monitor health, environmental, safety, security and sustainability policies and programs and review with management significant risks or exposures and actions required to minimize such risks. For more information on the responsibilities and activities of the HESS Committees, see the HESS Committees’ charter.
Nominating & Governance Committees. The Nominating & Governance Committees review and report to the Boards on a periodic basis with regard to matters of corporate governance, including succession planning. The Nominating & Governance Committees also review and assess the effectiveness of our Corporate Governance Guidelines, make recommendations to the Boards regarding proposed revisions to these guidelines, and make recommendations to the Boards regarding the size and composition of the Boards and their Committees. For more information on the responsibilities and activities of the Nominating & Governance Committees, see “Nominations of Directors,” “Procedures Regarding Director Candidates Recommended by Shareholders” and the Nominating & Governance Committees’ charter. Additional information with respect to Carnival plc’s corporate governance practices during fiscal 2017 is included in the Carnival plc Corporate Governance Report attached as Annex C to this Proxy Statement.
Board and Committee Independence
Under New York Stock Exchange standards of independence for directors, the Board must determine that a Director does not have any material relationship with Carnival Corporation & plc or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Carnival Corporation & plc) and meet certain bright-line tests. The Boards of Directors have determined that each of Sir Jonathon Band, Jason Glen Cahilly, Helen Deeble, Richard J. Glasier, Debra Kelly-Ennis, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger is an “independent director” in accordance with the New York Stock Exchange standards of independence for directors and that all members of the Audit Committees and Compensation Committees meet the heightened independence criteria applicable to Directors serving on those Committees under SEC rules and New York Stock Exchange listing standards. Accordingly, a majority of the Directors of each company, all of ourNon-Executive Directors and all of the members of the Audit Committees, Compensation Committees, HESS Committees and Nominating & Governance Committees of each company are independent (as defined by the New York Stock Exchange listing standards, SEC rules and the UK Corporate Governance Code).
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GOVERNANCE
Board and Committee Governance
Risk Oversight
Our Boards use their Committees to assist in their risk oversight function as follows:
Our Audit Committees are responsible for oversight of our financial andnon-HESS controls and compliance activities. The Audit Committees also oversee management’s processes to identify and quantify the material risks facing Carnival Corporation & plc. In connection with its risk oversight role, the Audit Committees regularly meet privately with representatives from Carnival Corporation’s independent registered certified public accounting firm, the Carnival plc independent auditor, the Chief Audit Officer and the General Counsel.
Our Compensation Committees are responsible for oversight of risk associated with our executive compensation structure, policies and programs.
Our HESS Committees are responsible for oversight of risk associated with the health, environment, safety and security of employees, contractors, guests and the public.
Our Nominating & Governance Committees are responsible for oversight of risk associated with Board processes and corporate governance, including succession planning.
Each Committee Chair presents on its area of risk oversight to the full Boards for review.
Discussions between management and the Boards regarding the Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business-related activities include a discussion of the risks associated with the particular item under consideration.
The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of principal risks faced by our companies.
Compensation Risk Assessment
Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessiverisk-taking. Based on the findings from this review and the annual reassessment, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc.
To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our compensation programs are not contributing to excessive risk-taking, but instead contain many features and elements that help to mitigate risk. For example:
• | Pay Structure. Our compensation programs emphasize both short and long-term performance through our annual bonus program (delivered in cash) and through the delivery of long-term incentives (equity) in a balanced approach (approximately 50% through base salary and bonus and 50% in long-term equity grants). The mix of our pay program is intended to motivate management to consider the impact of decisions on shareholders in the short, intermediate and long-term. |
• | Incentive Limits. Our annual bonus plans do not allow for unlimited payouts. Bonuses cannot exceed 200% of target levels. The performance-based share grants made in 2017 limit the |
24 | Carnival Corporation & plc 2018 Proxy Statement |
GOVERNANCE
Board and Committee Governance
payouts to 200% (in the case of PBS and MTE grants as described below) or 600% (in the case of SEA grants as described below) of target. |
• | Performance-Based Share Grants. To strengthen the relationship between pay and performance, all of our equity grants to senior executives for fiscal 2017 service have been in the form of performance-based share grants. |
• | Performance Measurement. For corporate officers, the performance measurement used when determining their annual bonus is based on the performance of Carnival Corporation & plc. For officers of our operating units, the performance measurements used when determining their bonus is based 50% on the performance of their operating unit, with the remaining balance being based on the performance of Carnival Corporation & plc to enable a continued focus on the overall success of Carnival Corporation & plc. |
• | Stock Ownership Policy. All senior executives who are designated as reporting officers under Section 16 of the Exchange Act, including our Named Executive Officers, are subject to a stock ownership policy which specifies target ownership levels of Carnival Corporation and Carnival plc
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• |
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Corporate Governance Guidelines
Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards, their Committees and individual Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.com and www.carnivalplc.com.
Chief Executive Officer Succession Planning
Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled management team oversees a collection of cruise brands. At both the corporate and brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our senior executive positions, including our Chief Executive Officer.
The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independentNon-Executive Directors meet with the Chairman and the Chief Executive Officer (both together and individually) at least quarterly to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, each of the Chairman and the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are
GOVERNANCE Board and Committee Governance
the name and address of the candidate; a brief biographical description, including his or her occupation and service on Boards of Directors of any public company or registered investment company for at least the last five years; a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and the candidate’s signed consent to serve as a Director if elected and to be named in the Proxy Statement. Once we receive the recommendation, we may deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees. For our 2019 Annual Meetings of Shareholders, the Nominating & Governance Committees will consider recommendations received by our Secretary at our headquarters no later than November 2, 2018. Communications between Shareholders or Interested Parties and the Boards Shareholders or interested parties who wish to communicate with the Boards, the Presiding Director, theNon-Executive Directors as a group or any individual Director should address their communications to the attention of the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178 U.S.A. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the Boards or the Chairs of the relevant Board Committees as to those matters that he believes are appropriate for further action or discussion. Code of Business Conduct and Ethics Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the Boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com.
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GOVERNANCE
Director Compensation
During fiscal 2017, ourNon-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits or other benefits to ourNon-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2017” table. For fiscal 2017, the Presiding Director received an additional retainer of $25,000 per annum. In addition,Non-Executive Directors receive additional compensation for serving as Chair of a Board Committee. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.
During fiscal 2017, the retainers for the Chair of Board Committees are responsible for succession planning (including emergency succession planning). The independent non-executive directors meet with the Chief Executive Officer at least annually to plan for the succession of the Chief Executive Officer (including plans in the event of an emergency). During those sessions, the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating and Governance Committees will, when appropriate, make recommendations to the boards with respect to potential successors to the Chief Executive Officer. All members of the boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are being utilized to strengthen the skills and qualifications of the candidates. When assessing the qualifications of potential successors to the Chief Executive Officer, the boards and the Nominating & Governance Committees will take into account our business strategy as well as any other criteria they believe are relevant.
Nominations of Directors
Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate board of directors, each of which in turn has its own Nominating & Governance Committee. As the DLC arrangement requires that there be identical boards of directors, the Nominating & Governance Committees make one set of determinations in relation to both companies.
The Nominating & Governance Committees actively seek individuals qualified to become board members and recommend to the boards the nominees to stand for election as directors at the annual meetings of shareholders or, if applicable, at a special meeting of shareholders.
When evaluating prospective candidates for director, regardless of the source of the nomination, the Nominating & Governance Committees will consider, in accordance with their charter, such factors as they deem appropriate, including, but not limited to:
the candidate’s judgment;
the candidate’s skill;
diversity considerations;
the candidate’s 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.
Our Corporate Governance Guidelines dictate that diversity should be considered by the Nominating and Governance Committees in the director identification and nomination process. This means that the Nominating
and Governance Committees seek nominees who bring a variety of business backgrounds, experiences and perspectives to the boards. The boards believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the boards to fulfill their responsibilities.
The Nominating & Governance Committees will also use their best efforts to see that the composition of the boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The Nominating & Governance Committees may consider candidates proposed by management, but are not required to do so. Other than the foregoing, there are no stated minimum criteria for director nominees.
The Nominating & Governance Committees identify nominees by first evaluating the current members of the boards willing to continue in service. Current members of the boards with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the boards with that of obtaining a new perspective. If any member of the boards does not wish to continue in service or if the Nominating & Governance Committees or the boards decide not to re-nominate a member for re-election, the Nominating & Governance Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating & Governance Committees and the boards are polled for suggestions as to individuals meeting the criteria of the Nominating & Governance Committees. The Nominating and Governance Committees may engage a third party search firm to identify or evaluate or assist in identifying potential nominees.
Procedures Regarding Director Candidates Recommended by Shareholders
The Nominating & Governance Committees will also consider shareholder recommendations of qualified director nominees when such recommendations are submitted in accordance with the procedures below. In order to have a nominee considered by the Nominating & Governance Committees for election at the 2016 annual meetings, a shareholder must provide the same information as is required for director nominations set forth in Carnival Corporation’s by-laws. Specifically, the shareholder must submit his or her recommendation in writing to the attention of our Secretary at our headquarters no later than seven days nor earlier than 42 days prior to the 2016 annual shareholders meetings. Any such recommendation must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:
the name and address of the candidate;
a brief biographical description, including his or her occupation and service on boards of directors of any public company or registered investment company for at least the last five years;
a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and
the candidate’s signed consent to serve as a director if elected and to be named in the proxy statement.
Once we receive the recommendation, we will deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees.
Communications between Shareholders or Interested Parties and the Boards
Shareholders or interested parties who wish to communicate with the boards, the Presiding Director, the non-executive directors as a group or any individual director should address their communications to the attention of
the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the boards or the chairs of the relevant board committees as to those matters that he believes are appropriate for further action or discussion.
Code of Business Conduct and Ethics
Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com. The Code of Business Conduct and Ethics may be amended periodically to remain in line with best practices.
During fiscal 2014, our non-executive directors were entitled to receive an annual retainer of $40,000 per year, an attendance fee per board meeting of $5,000 ($2,000 if the meeting is attended by telephone), equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their board membership. For purposes of calculating fees, a board or committee meeting of Carnival Corporation and a concurrent or related board or committee meeting of Carnival plc constitute a single meeting. We do not provide retirement benefits or other benefits to our non-executive directors. We reimburse directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2014” table. For fiscal 2014, the Presiding Director received an additional retainer of $20,000 per annum. In addition, non-executive directors receive additional compensation for serving as chairman or a member of a board committee. Board members who are employed by us do not receive additional compensation for their services as a member of the boards of directors.
During fiscal 2014, the retainer and meeting attendance fees for the board committees were as follows:
Retainer | Attendance Fee | |||||||||||||||
Chair | Member | In Person | By Telephone | |||||||||||||
Audit Committees | $ | 23,000 | $ | 7,500 | $ | 3,000 | $ | 1,500 | ||||||||
Compensation Committees | $ | 23,000 | $ | 3,750 | $ | 2,500 | $ | 1,250 | ||||||||
Executive Committees | — | $ | 3,750 | — | — | |||||||||||
HESS Committees | $ | 23,000 | $ | 7,500 | $ | 3,000 | $ | 1,500 | ||||||||
Nominating & Governance Committees | $ | 10,000 | $ | 3,750 | $ | 2,500 | $ | 1,250 |
| Chair | |||
Audit Committees | $30,000 | |||
Compensation Committees | $30,000 | |||
Executive Committees | — | |||
HESS Committees | $30,000 | |||
Nominating & Governance Committees | $15,000 |
The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group ofNon-Executive Directors. To that end, the Compensation Committees annually reviewNon-Executive Director pay levels and compensation practices of certain other publicly-listed companies with the assistance of their consultant to ensure our compensation program is competitive.
Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers arepro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.
Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2011 Stock Plan. In April 2017, theNon-Executive Directors received grants with a dollar value equal to approximately $160,000. As a result, a grant of 2,709 Carnival Corporation restricted shares was made to eachNon-Executive Director elected orre-elected on April 5, 2017 based on the closing price of a share on April 6, 2017 of $59.06.
Grants under the Carnival Corporation 2011 Stock Plan are released from restriction on the third anniversary of the grant date (and are not forfeitable provided the Director has served at least a full year). Grants of restricted shares have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. Generally,Non-Executive Directors will receive their annual grants initially upon their election to the Boards and subsequently at the time of their annualre-election to the Boards.
Carnival Corporation & plc 2018 Proxy Statement | 27 |
GOVERNANCE
Director Compensation
Director Compensation for Fiscal 2017
The following table details the total compensation earned by our Directors in fiscal 2017, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the “Summary Compensation Table,” which follows the Compensation Discussion and Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.
Name
| Fees Earned or
| Stock
| All Other
| Total ($)
| ||||||||||||||||
Micky Arison(5)
|
| 1,000,000
|
|
| —
|
|
| 109,951
|
|
| 1,109,951
|
| ||||||||
Sir Jonathon Band
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| 110,000
| (6)
|
| 159,994
|
|
| 8,201
|
|
| 278,195
|
| ||||||||
Jason Glen Cahilly(7)
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| 27,500
|
|
| —
|
|
| —
|
|
| 27,500
|
| ||||||||
Helen Deeble
|
| 110,000
|
|
| 159,994
|
|
| 595
|
|
| 270,589
|
| ||||||||
Richard J. Glasier
|
| 140,000
|
|
| 159,994
|
|
| 5,973
|
|
| 305,967
|
| ||||||||
Debra Kelly-Ennis
|
| 110,000
|
|
| 159,994
|
|
| 10,561
|
|
| 280,555
|
| ||||||||
Sir John Parker
|
| 140,000
|
|
| 159,994
|
|
| 1,189
|
|
| 301,183
|
| ||||||||
Stuart Subotnick
|
| 137,500
|
|
| 159,994
|
|
| —
|
|
| 297,494
|
| ||||||||
Laura Weil
|
| 110,000
|
|
| 159,994
|
|
| —
|
|
| 269,994
|
| ||||||||
Randall J. Weisenburger
|
| 152,500
|
|
| 159,994
|
|
| 2,794
|
|
| 315,288
|
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COMPENSATION
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I
2017 Peer Group Companies | ||||||
• | American Airlines Group Inc. | • | Marriott International, Inc. | |||
• | Darden Restaurants, Inc. | • | McDonald’s Corporation | |||
• | Delta Air Lines, Inc. | • | MGM Resorts International | |||
• | easyJet plc | • | Norwegian Cruise Line Holdings Ltd. | |||
• | FedEx Corporation | • | Royal Caribbean Cruises Ltd. | |||
• | Hilton Worldwide Holdings Inc. | • | Starbucks Corporation | |||
• | Hyatt Hotels Corporation | • | United Continental Holdings, Inc. | |||
• | International Consolidated Airlines Group, S.A. | • | United Parcel Service, Inc. | |||
• | Las Vegas Sands Corp. | • | Wyndham Worldwide Corporation | |||
• | Live Nation Entertainment, Inc. |
Competitive Market (Peer Group) Comparison. Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2017. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the 2017 Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the 2017 Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.
These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be generally competitive when within a range of 15% above or below the market median. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role and individual performance.
Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level.
Named Executive Officer Compensation Design, Elements and Pay Mix
The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites.
The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs. Donald, Bernstein and Perez) had company-wide roles during fiscal 2017 and two of our Named Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of groups operating two or more brands during fiscal 2017. As a result, the compensation practices for these two types of roles are different.
40 | Carnival Corporation & |
COMPENSATION
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I
Named Executive Officer | Type of Role | Base Salary | Annual Bonus |
Compensation | Retirement and Perquisites | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Arnold W. Donald
achieve our goals.
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I three-year performance period in 2016. The restructured program significantly strengthened the performance-based focus of compensation to our Named Executive Officers and enhanced the alignment between executive rewards and long-term gains for Carnival Corporation & plc and its shareholders. The compensation program restructuring was influenced by investor feedback obtained as part of the Compensation Committees’ regular interface with our largest shareholders. The new compensation structure consists of base salary, performance-based annual bonus and three performance-based equity components tied to achievement of business objectives and total shareholder return. Therefore, every component of the new program, with the exception of base salary, is performance-based and at risk. This compensation philosophy also extends beyond our Named Executive Officers to include other key executives, reflecting the Compensation Committees’ commitment to aligning compensation with the success of Carnival Corporation & plc. Mr. Donald recommended to the Compensation Committees increases in base salary, target bonus and target equity for Mr. Kruse and Mr. Thamm because of their expanded responsibilities as company group leaders. Mr. Kruse added responsibility for Carnival UK mid-year, and Mr. Thamm added responsibility for Carnival Asia at the beginning of the year. The increases recommended for Mr. Bernstein were due to increased responsibilities along with market pay adjustments to better align his compensation with the competitive market for similar positions. The Compensation Committees accepted Mr. Donald’s recommendations. In addition, the Compensation Committees increased Mr. Donald’s salary from a relatively low base salary, unchanged since hire, to a near median salary to better align with the competitive market. Mr. Donald’s target bonus and target equity were also adjusted to bring his overall compensation to a level competitive with other executives with similar responsibilities within the 2017 Peer Group. The discussion of 2017 compensation elements and payout results is based on the foregoing discussion regarding the Compensation Committees’ pay philosophy, compensation design and elements, and Carnival Corporation & plc’s fiscal 2017 performance. Comparison of Fiscal 2017 and Fiscal 2016 Total Direct Compensation Mr. Donald – CEO
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Other Named Executive Officers
Please refer to the following discussion and the “Compensation Tables” section for additional information on total direct compensation.
Base Salaries
Base salaries are intended to provide a level of fixed compensation that Salaries for fiscal
Annual
For fiscal
COMPENSATION Compensation Discussion and The Under the The “Corporation Operating Income Target” and “Brand Operating Income Target” for each year is established by the Compensation Committees taking into account historical performance, In January
Under the
The Compensation Committees
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The fiscal 2017 Brand Operating Income Target for the Holland America Group (applicable to Mr. Kruse) and the Costa Group (applicable to Mr. Thamm) were 9.8% and 18.1%, respectively, more than the actual Brand Operating Income achieved in fiscal 2016 when normalized for fuel price and currency exchange rate impact. The Compensation Committees believed that these targets represented challenging performance goals and were both meaningfully higher than the normalized actual results for fiscal 2016. The fiscal 2017 target bonuses
These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), the increased business responsibilities for Messrs. Bernstein, Kruse and Thamm, historical bonus payout levels, the more challenging Corporation Operating Income Target established by the Compensation Committees for fiscal
Following the end of fiscal After taking all of these adjustments into consideration, The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal
The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group for fiscal 2017 that was 108.1% of its 2017 Brand Operating Income Target
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I and for the Costa Group that was 86.5% of its 2017 Brand Operating Income Target. When these fiscal 2017 brand results, inclusive of their respective HESS modifiers, were combined with the adjusted Corporate Operating Income results described above, the result was preliminary funding for Messrs. Kruse and Thamm, equal to 174.8% and 73.0% of their respective target bonuses. Mr. Donald made recommendations to the Compensation Committees for all Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from
Equity-Based Compensation A. General The Compensation Committees
Management Incentive Plan-Tied Equity (“MTE”) grants; Performance-Based Share (“PBS”) grants; and Shareholder Equity Alignment (“SEA”) grants. These equity grants provide for performance-based vesting or granting criteria and align our senior management team’s long-term compensation opportunities with Carnival Corporation & plc’s long-term performance. In addition, the value of Our equity-based compensation grants are made pursuant to the Carnival Corporation 2011 Stock
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The specific equity grants made to The B. Disclosure and the Timing of Equity-Based Compensation
The Compensation Committees met in
2017 MTE Grants. In January 2017, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. Each target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. Following the end of fiscal 2017, the actual 2017 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. In January 2018, the actual MTE grant value earned was converted into a number of
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I shares. The dividend equivalents will be distributed upon the settlement of the MTE RSUs only upon vesting. Please see the “Equity Grants Made During Fiscal 2018 as Compensation for Fiscal 2017” table for additional MTE grant details. The MTE grants made to our Named Executive Officers in January 2018 were as follows:
2017 PBS
Grants.The PBS grants made to The Compensation Committees believe that growth in The Compensation Committees approved the PBS grants to 2017 SEA Grants.In January 2017, the Compensation Committees made SEA grants to the Named Executive Officers and certain other key executives. All Named Executive Officers received SEA grants in the form of RSUs of Carnival Corporation common stock.
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The The SEA grant requires an absolute TSR condition that is linked to Carnival Corporation’s share price growth as follows:
The absolute TSR payout percentage is then multiplied by a modifier tied to Carnival Corporation’s TSR ranking relative to the 2017 Peer Group which may increase or decrease the absolute TSR result, as follows:
The Compensation Committees believe that these SEA grants provide the Name Executive Officers with meaningful upside tied explicitly to shareholder outcomes, create alignment among the Named Executive Officers and senior management team. The SEA grants made to
D. Disclosure of Prior Years’ Equity Grant Results 2015 PBS Grants. The 2015 PBS grants made to the Named Executive Officers in April 2015 reached the end of the performance period at the end of fiscal 2017 and
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I exchange rate impact for each of fiscal 2015, 2016 and 2017 and ROIC growth (30% weighting) over the three-year performance period reached or exceeded the following:
The operating income and ROIC results for the 2015 PBS grant were as follows:
The fiscal 2015, 2016 and 2017 annual adjusted Corporation Operating Income growth payout percentages were averaged, and the growth of fiscal 2017 ROIC over fiscal 2014 ROIC was calculated to determine the respective payout percentages that were then weighted. The weighted payout percentage was then subject to modification for relative TSR (+10% if in the
Based on these performance measures, the Named Executive Officers received the following:
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Special PBS Grant Made to Named Executive Officers (other than the Chief Executive Officer) in December 2013. The special PBS grant made to Messrs. Bernstein, Kruse, Perez, Thamm and other senior officers in December 2013 reached the end of its three-year performance period on December 26, 2016. Under the terms of this special PBS grant, shares were earned based on the compound annual growth rate, including the value of dividends reinvested (“CAGR”) of Carnival Corporation’s absolute TSR over the three-year performance period.
CAGR performance of Carnival Corporation’s TSR was measured from the 90-day average closing price of a share of Carnival Corporation common stock of $35.11 on December 27, 2013 against the 90-day average closing price of a share of Carnival Corporation common stock, including the value of reinvested dividends, of $53.61 at As a result, the following shares
Perquisites and Other Compensation
perquisites and other benefits are provided pursuant to terms of their employment agreements. The Compensation Committees, with the assistance of The Compensation Committees have approved a policy to establish procedures and controls as to the authorized use of aircraft owned or chartered by Carnival Corporation & plc (the “Aircraft”). According to the policy, the Aircraft can only be used for business purposes. Guests may accompany these executives when traveling. The Compensation Committees have also agreed to allow Mr. Donald to use the Aircraft
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I costs. The Compensation Committees determined that the Aircraft usage policy and levels of usage and costs were consistent with those offered by large multinational companies like Carnival Corporation & plc. The perquisites received by each
Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Mr. Donald’s employment agreement
Mr. Thamm’s employment agreement provides that he is generally entitled to an amount equal to one year’s base salary and bonus as compensation for his agreement not to engage in competition with us. The Compensation Committees believe that the severance benefits provided to Mr. Thamm under his employment agreement are reasonable and in accordance with market practice in Italy. Upon termination of employment for certain circumstances or upon a change of control, our unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the plans pursuant to which the equity grants were The Compensation Committees believe that these arrangements are reasonable and encourage an executive to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated. Pensions and Deferred Compensation Plans As part of the overall compensation program, Carnival Corporation & plc operates various group pension programs for certain of Until
COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I benefit plan. His benefit accruals
Additional information regarding the Retirement Plan is included in the “Pension Benefits” table and the narrative which
In lieu of participation in been deposited on behalf of those employees into those plans, less, as described below, any amount Carnival Corporation contributes to the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan (the “401(k) Plan”). These payments are taxable as ordinary income. Beginning with the 2010 calendar year, the 401(k) Plan was amended and currently allows Messrs. Donald, Bernstein
Our
COMPENSATION Report of the Compensation Committees Impact of Regulatory Requirements on Compensation In making determinations regarding executive compensation, the Compensation Committees consider relevant issues relating to accounting treatment, tax treatment (both company and individual) and regulatory requirements. The global nature of Carnival Corporation & plc’s operations necessarily means that monitoring these technical issues and considering their potential impact on the appropriate design and operation of executive remuneration programs is an increasingly complex exercise. Technical issues are evaluated in light of Carnival Corporation & plc’s philosophy and objectives for executive compensation and REPORT OF THE COMPENSATION COMMITTEES The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with the management of Carnival Corporation & plc. Based on
The Compensation Committees are comprised entirely of three independent Directors listed above. No member of the Compensation Committees is a current, or during fiscal 2017 was a former, officer or employee of Carnival Corporation, Carnival plc or any of their subsidiaries. During fiscal 2017, no member of the Compensation Committees had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In fiscal 2017, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Carnival Corporation or Carnival plc.
COMPENSATION Compensation Tables Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following Summary Compensation Table
The amounts set forth in the column entitled Stock Awards in the “Summary Compensation Table” do not represent the equity-based compensation granted
Equity Grants Made During Fiscal
All Other Compensation Each component of the All Other Compensation column in the “Summary Compensation Table” for fiscal 2017 is as follows:
COMPENSATION Compensation Tables
Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal Grants of Plan-Based Awards in Fiscal Equity grants and non-equity awards made to the
COMPENSATION Compensation Tables
Narrative Disclosure to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal Employment Agreements
Mr. Donald entered into an employment agreement in October 2013, which was amended in October 2016, setting forth the contractual and economic terms of his post as the President and Chief Executive Officer of Carnival Corporation & plc. The employment agreement Mr. Thamm entered into a new agreement in April 2017 setting forth the contractual and economic terms of his post as the Chief Executive Officer of Costa Group and Carnival Asia. Mr. Thamm’s compensation is determined at the discretion of the Compensation Committees. For more detailed information regarding
Annual Annual Equity-Based Compensation In January The
COMPENSATION Compensation Tables Please refer to the Compensation Discussion and Analysis for additional detail on these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the Outstanding Equity Awards at Fiscal Our Named Executive Officers do not hold options for either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation
COMPENSATION Compensation Tables
None of our Named Executive Officers held options during fiscal 2017. The following table provides information for
COMPENSATION Compensation Tables Pension
then multiplied by the
Nonqualified Deferred Compensation in Fiscal
COMPENSATION Compensation Tables in the “Pensions and Benefits
50% of the U.S. Internal Revenue Service qualified plan 6% of his eligible pay. “Eligible pay” includes regular pay (before any pre-tax contributions from his pay and taxes) and bonus. Carnival Corporation
Following the promulgation of Section 457A, salary and bonus deferrals into the Savings Plan are no longer permitted. As a result, Messrs. Donald, Bernstein and As of November 30, In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation paid out all benefits accrued under the Retirement Plan and the Savings Plan in December 2017. Additional information with respect to pension plan arrangements for Carnival plc for the year ended November 30,
COMPENSATION Potential Payments Upon Termination or Change of Control POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Each of our In addition to benefits described below, Cash Severance Benefits It is the policy of the Compensation Committees for executive officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements. Accordingly, Messrs. Bernstein, Messrs. Donald and Thamm are
COMPENSATION Potential Payments Upon Termination or Change of Control Post-Employment Cash Compensation Obligations to Mr. Upon termination of Mr. Donald’s employment,
Post-Employment Compensation Obligations to Mr. Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for his non-competition and non-solicitation obligations. Estimated Cash and Benefit Payments Upon Termination of Employment The following table
Equity-Based Compensation Vesting of Carnival Corporation 2011 Stock All
COMPENSATION Potential Payments Upon Termination or Change of Control 2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the equity grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share and MTE grants will continue to vest according to their original vesting schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors. Upon retirement, Change of control means the occurrence of any of the the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined voting power of the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of incumbent the dissolution or liquidation of Carnival the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. All of the equity
Carnival plc Mr. Thamm is the only
employment for death or disability. Upon retirement, all TBS and MTE grants will continue to vest according to their terms as if the employment had not been terminated.
COMPENSATION Potential Payments Upon Termination or Change of Control Change of control is defined to mean the occurrence of any of the a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him) the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of incumbent a person becoming bound or entitled to give notice under a court directing that a meeting of the holders of shares be convened pursuant to notice being duly given of a resolution for the voluntary winding-up of Carnival the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. All of the equity grants made to
Potential Value of Equity Grants Upon Termination of Employment or Change of Control The following Estimated Potential Value of Equity Grants(1)(2)
COMPENSATION Potential Payments Upon Termination or Change of Control
REPORT OF THE AUDIT COMMITTEES
Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Audit Committee. In accordance with their charter, each Audit Committee assists the relevant Board of Directors in carrying out its oversight of: the integrity of the relevant financial statements; Carnival Corporation and Carnival plc’s compliance with legal and regulatory requirements, other than requirements related to HESS; the auditors’ qualifications and independence; the performance of Carnival Corporation & plc’s internal audit functions and independent auditors; and relevant elements of Carnival Corporation and Carnival plc’s risk management programs. Both Audit Committees are subject to the audit committee independence requirements under the corporate governance standards of the New York Stock Exchange and relevant SEC rules, and the Audit Committee of Carnival plc is also subject to the requirements of the UK Corporate Governance Code. The two Audit Committees have identical members and each currently consists of five independent (as defined by the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code) Non-Executive Directors. The Carnival Corporation Board of Directors has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules and New York Stock Exchange listing standards. In addition, the Carnival plc Board of Directors has determined that each member of the Audit Committees has “recent and relevant financial experience” for purposes of the UK Corporate Governance Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. Management has primary responsibility for Carnival Corporation & plc’s financial reporting process, including their system of internal control, and for the preparation of consolidated financial statements. Carnival Corporation & plc’s independent auditor is responsible for performing an independent audit of those financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committees are responsible for monitoring and overseeing the financial reporting process and the preparation of consolidated financial statements and for supervising the relationship between Carnival Corporation & plc and its independent auditor, as well as reviewing the group’s systems of internal controls and compliance with the group Code of Business Conduct and Ethics. The Audit Committees have met and held discussions with management of Carnival Corporation & plc and the independent auditor. In this context, management represented to the Audit Committees that Carnival Corporation & plc’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committees: reviewed and discussed Carnival Corporation & plc’s audited consolidated financial statements for the year ended November 30, 2017 with Carnival Corporation & plc’s management and with Carnival Corporation & plc’s independent auditor; discussed with Carnival Corporation & plc’s independent auditor the matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board; and received the written disclosures and the letter from Carnival Corporation & plc’s independent accountants required by applicable requirements of the Public Company Accounting Oversight
AUDIT MATTERS Independent Registered Certified Public Accounting Firm
The Audit Committees also considered whether the provision to the relevant entity by the independent auditor of non-audit services was compatible with maintaining the independence of the independent auditor. Based on the reviews and discussions described above, the Audit Committees recommended to the Boards of Directors that the audited consolidated financial statements of Carnival Corporation & plc be included in Carnival Corporation & plc’s Annual Report on Form 10-K for the year ended November 30, 2017 for filing with the SEC.
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM Audit and Non-Audit Fees PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc during fiscal
Audit Fees for Audit-Related Fees for
All of the services described above were approved by the Audit Committees, and in doing so, the Audit Committees did not rely on thede minimis exception set forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.
AUDIT MATTERS Re-Appointment and Remuneration of Independent Auditors of Carnival plc and Ratification of Independent Registered Certified Public Accounting Firm of Carnival Corporation Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm
The Audit Committee of the Board of Directors of Carnival plc
Proposal 14 would re-appoint the UK firm of PricewaterhouseCoopers LLP as the independent
Under Proposal 15, you are The
RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC The Directors of Carnival plc are required by the Companies Act to present Carnival plc’s financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the Directors of Carnival plc lay before the Annual Meetings the Carnival plc accounts and the reports of the Directors and auditors for the year ended November 30, 2017, which have been approved by and signed on behalf of Carnival plc’s Board of Directors and will be delivered to the Registrar of Companies in the UK following the Annual Meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached as Annex A to this Proxy Statement and the UK statutory Strategic Report is included within the Carnival plc consolidated IFRS financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the Annual Meetings. The Boards of Directors unanimously recommend a voteFOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, 2017. APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW CARNIVAL PLC SHARES Summary. Proposal 17 authorizes the Directors of Carnival plc to issue, until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2019), a maximum number of Carnival plc ordinary shares (or to grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate amount) without further shareholder approval. Proposal 18 authorizes the Directors of Carnival plc to issue (or sell any ordinary shares which Carnival plc elects to hold in treasury), until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2019), a maximum number of Carnival plc ordinary shares for cash without first offering them to existing shareholders in accordance with the pre-emption rights that would otherwise be applicable. As is the case with many UK companies, these resolutions are proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted without shareholder approval and for shares to be allotted for cash without making a pre-emptive offer. The Carnival plc Directors have no current commitments or plans to allot additional shares of Carnival plc using these authorities. Discussion. Under Article 30 of the Articles of Association of Carnival plc, the Directors have, for a “prescribed period,” unconditional authority to allot ordinary shares in Carnival plc up to an aggregate nominal amount known as the “allotment amount.” The power to implement the authority provided by Article 30 is sought each year by the proposal of an ordinary resolution to establish the prescribed period and the allotment amount. By passing this ordinary resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, a maximum number of shares having an aggregate nominal value equal to the allotment amount, without further shareholder approval. In the absence of such approval, the issuance of any additional shares would require shareholder approval.
OTHER PROPOSALS Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication of Pre-emption Rights Applicable to the Allotment of New Carnival plc Shares Under Article 31 of the Articles of Association of Carnival plc, the Directors have, for the same “prescribed period” referred to above, power to allot a small number of ordinary shares for cash without making a pre-emptive offer to existing shareholders, up to an aggregate nominal amount known as the “disapplication amount.” The power to implement the authority provided by Article 31 is sought each year by the proposal of a special resolution to establish the disapplication amount. By passing this special resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, an amount of shares having an aggregate nominal value equal to the disapplication amount, for cash without first offering them to existing shareholders of Carnival plc. The Third Amended and Restated Articles of Incorporation of Carnival Corporation do not contain equivalent provisions and holders of Carnival Corporation common stock do not have pre-emption rights. Accordingly, no action is required in respect of the ability of Carnival Corporation to allot shares or to disapply pre-emption rights. In common with many UK companies, resolutions to renew the prescribed period and re-establish the allotment amount and the disapplication amount are normally proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted and for shares to be allotted for cash without making a pre-emptive offer. This is the purpose of Proposal 17 (an ordinary resolution) and Proposal 18 (a special resolution). As usual, the prescribed period is the period from the passing of the resolutions until the next Annual General Meeting (or, if earlier, until the close of business on July 10, 2019). Guidelines issued by the Investment Association, whose members are some of the largest institutional investors in UK listed companies, require the allotment amount to be limited to one-third of the issued ordinary share capital (except in the case of a rights issue). By reference to Carnival plc’s issued ordinary share capital on January 18, 2018, the maximum allotment amount in paragraph (a) of Proposal 17 is $115,837,721, which is equal to 69,781,759 new Carnival plc ordinary shares, being one-third of the amount of the issued ordinary share capital (excluding treasury shares). In line with guidance issued by the Investment Association, paragraph (b) of Proposal 17 would give the Directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to $231,675,442 (representing 139,563,519 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 17. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 18, 2018. However, if they do exercise the authorities given to them if Proposals 17 and 18 are passed, the Directors intend to follow the Investment Association’s recommendations concerning their use (including as regards the Directors standing for election or re-election in certain cases). Guidelines issued by the Pre-Emption Group, a group comprising representatives of UK listed companies, investment institutions and corporate finance practitioners and formed under the support of the London Stock Exchange to monitor the operation of the Guidelines, recommend that a resolution to disapply the statutory pre-emption rights provided by UK company law should be limited to an amount of equity securities not exceeding 5% of the nominal value of the company’s issued ordinary share capital. By reference to Carnival plc’s issued ordinary share capital on January 18, 2018, the maximum disapplication amount is $17,375,658, which is equal to 10,467,263 new Carnival plc ordinary shares. In respect of this aggregate nominal amount, the Directors of Carnival plc confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage
of
In summary, if Proposals 17 and 18 were passed, the In addition to the Repurchase Program (described below), we also have programs that allow us to obtain an economic benefit when either Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares or Carnival plc ordinary shares are trading at a
In the
In the event Carnival plc ordinary shares trade at a premium to Carnival Corporation common stock, we may elect to sell ordinary shares of Carnival plc, at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S. Any realized economic benefit under the Stock Swap Programs is used for
Under the In January 2017, to sell up to 22.0 million of Carnival Corporation In February 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market. As of January 18, 2018, 7,944,510 Carnival plc ordinary shares are held by Carnival plc in treasury. The Boards of Directors unanimously recommend a voteFOR the approval of limits on the authority to allot Carnival plc shares and the disapplication of pre-emption rights for Carnival plc. GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES The Boards of Directors have authorized the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time. At January 18, 2018, the remaining availability under the Repurchase Program was $471 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under
OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares the Repurchase Program, in addition to repurchases made with net proceeds resulting from the Stock Swap programs described above. Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect The Boards of Directors confirm that the authority to purchase Carnival plc’s shares under the Repurchase Program and the Stock Swap program will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. In particular, the program will only proceed if we believe that it is in the best interests of Carnival Corporation, Carnival plc and their shareholders generally. The Boards of Directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation. If the Boards of Directors exercise the authority conferred by Proposal 19, we would have the option of holding the shares in treasury, or cancelling them. Shares The Boards of Directors consider that any buyback of Carnival plc ordinary shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one Carnival plc ordinary share, with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs. The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher of: 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out. As of January 18, 2018, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has issued 568,112 RSUs, which represent in the aggregate less than 1% of Carnival plc’s issued share capital. If 20,934,527 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate less than 1% of Carnival plc’s issued share capital.
OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc Annual General Meeting in 2019 or on July 10, 2019, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority). The Boards of Directors unanimously recommend a voteFOR the general authority to buy back Carnival plc ordinary shares.
QUESTIONS APPLICABLE TO ALL SHAREHOLDERS
the appointment, removal, election or re-election of any Director of either or both companies; if required by law, the receipt or adoption of the annual accounts of both companies; the appointment or removal of the independent auditors of either company; a change of name by either or both companies; or the implementation of a mandatory exchange of Carnival plc ordinary shares for Carnival Corporation common stock based on a change in tax laws, rules or regulations. The relative voting rights of Carnival plc ordinary shares and Carnival Corporation common stock are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each share of Carnival Corporation common stock has the same voting rights as one Carnival plc ordinary share on joint electorate actions.
QUESTIONS AND ANSWERS Questions Applicable to all Shareholders
Carnival plc shareholders vote at the Annual General Meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot), which remains open for sufficient time to allow the vote at the Carnival Corporation Annual Meeting to be held and reflected in the Carnival plc Annual General Meeting through the mechanism of the Carnival Corporation shareholders vote at the Carnival Corporation Annual Meeting (whether in person or by proxy). Voting is by ballot (or on a poll), which remains open for sufficient time to allow the vote at the Carnival plc Annual General Meeting to be reflected in the A joint electorate action is approved if it is approved by: a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution, if required by applicable law and a simple majority of the votes cast (or other majority if required by applicable
a minimum of one-third of the total votes available to
Carnival plc’s Articles of Association currently require Directors to submit themselves for election by shareholders at the first Annual General Meeting following their initial appointment to the Board of Directors and for re-election thereafter at subsequent Annual General Meetings at intervals of no more than three years. The Boards of Directors have decided, in accordance with the UK Corporate Governance Code, to submit all Directors for re-election on an annual basis.
QUESTIONS AND ANSWERS Questions Applicable to all Shareholders
If you are a beneficial owner of Carnival Corporation common stock and do not provide the shareholder of record with a signed voting instruction card, your shares may constitute broker non-votes. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to the broker has not received voting instructions from the beneficial owner; and the broker lacks discretionary voting power to vote such shares. Accordingly if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this Proxy Statement, Proposals 14 and 15 (the re-appointment and remuneration of
To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions: that certain people be allowed to attend or be excluded from attending the meeting; that discussion be closed and the question put to the vote (provided no amendments have been raised); that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting); to proceed with matters in an order other than that set out in the notice of the meeting; to adjourn the debate (for example, to a subsequent meeting); and to adjourn the meeting.
QUESTIONS AND ANSWERS Questions Applicable to all Shareholders
In order for a quorum to be validly constituted with respect to meetings of shareholders convened to consider a joint electorate action or class rights action, the special voting entities must be present. Abstentions (including votes withheld) and broker non-votes are counted as
as necessary to meet applicable legal requirements; to allow for the tabulation of votes and certification of the vote; or to facilitate a successful proxy solicitation by our Boards of Directors. Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management.
QUESTIONS AND ANSWERS Questions Applicable to all Shareholders
In order for shareholder proposals to be considered for inclusion in our Proxy Statement in accordance with SEC Rule 14a-8 for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business November 2, 2018. Such proposals will need to comply with applicable SEC regulations regarding the inclusion of shareholder proposals in proxy materials. Carnival Corporation’s By-laws establish advance notice procedures with regard to shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that shareholders instead wish to present directly at an Annual Meeting. To be properly brought before the Annual Meeting, a notice of the proposal must be submitted to our Secretary at our headquarters no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For shareholders of Carnival plc, the same requirements apply under UK law requirements to submit a notice of a proposal.
QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation Any such notice must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents: the name and address of the candidate; a brief biographical description, including his or her occupation and service on boards of any public company or registered investment company for at least the last five years;
the candidate’s signed consent to serve as a Director if elected, and to be named in our Proxy Statement. Shareholders may also recommend candidates for consideration by our Boards’ Nominating & Governance Committees in accordance with the procedures set forth in this Proxy Statement under “Procedures Regarding Director Candidates Recommended by Shareholders.” QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION
held directly in your name as the held for
QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation Shareholder of Record If your shares are registered directly in your name with Carnival Corporation’s transfer agent, Computershare Investor Services LLC, you are considered, with respect to those shares, the shareholder of record, and the Beneficial Owner If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held under street name, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being forwarded to
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held under street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please refer to the voting instructions provided by your broker or nominee.
QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation
If you hold your shares through a stockbroker or other nominee, you will need to provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a copy of a brokerage statement showing your share ownership as of February 13, 2018, together with proof of identification. Cameras, recording devices and We are also offering an audio replay of
QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc
We are also offering an audio replay of the business portions of the Annual Meetings, which will be available shortly after the meetings. If you wish to listen to the replay, go to the Financial Information tab of “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.
QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc
If you are a corporation, you can vote your Carnival plc shares at the Annual General Meeting by appointing one or more corporate representatives. You are strongly encouraged to pre-register your corporate representative to make registration on the day of the Annual General Meeting more efficient. In order to pre-register you would need to email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxy.votes@equiniti.com. Corporate representatives themselves are urged to arrive at least two hours before commencement of the Annual General Meeting to assist Carnival plc’s registrars with the appropriate registration formalities. Whether or not you intend to appoint a corporate representative, you are strongly encouraged to return the enclosed form of proxy to Carnival plc’s registrars.
Directors’ Report Carnival plc and Carnival Corporation are separate legal entities (together referred to In accordance with the UK Financial Conduct Authority’s Listing Rules, the information to be included in the Annual Report and Accounts, where applicable, under Listing Rule 9.8.4, is set out in this Future developments of the business and business model of Carnival Corporation & plc can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial Post balance sheet
Dividends During the year ended November 30, Although dividends are declared in U.S. dollars, they are paid in sterling to the holders of ordinary shares in Carnival plc unless they elect to receive their dividends in U.S. dollars. Dividends payable in sterling are converted from U.S. dollars into sterling at the U.S. dollar to sterling exchange rate quoted by the Bank of England in London at 12:00 p.m. on the next combined U.S. and UK business day that follows the quarter end. Holders of the Carnival plc’s American Depositary Shares are paid their dividend in U.S. dollars. Since January 2004, Ocorian Trustees (Jersey) Limited (formerly known as Bedell Trustees
ANNEX A Share Changes in the share capital of Carnival plc during fiscal The share capital of Carnival plc at Details of The Articles of Association of Carnival plc contain provisions which, in certain circumstances, would have the effect of preventing a shareholder (or a group of shareholders acting in concert) from holding or exercising the voting rights attributable to shares in Carnival plc which are acquired by them. These provisions would have effect if a shareholder (or a group of shareholders acting in concert) were to acquire ordinary shares in Carnival plc with the result that the total voting rights exercisable by that shareholder or group of shareholders on matters put to a vote as joint electorate actions under the DLC arrangement would exceed 30 percent of the total voting rights exercisable in respect of any joint electorate action. They would also have effect if a shareholder (or group of shareholders acting in concert) already holding between 30 percent and 50 percent of the total voting rights exercisable in respect of any joint electorate action were to acquire shares in Carnival plc and thereby increase the percentage of voting rights so held. In each such case, the percentage of voting rights held is determined after taking into account voting rights attributable to shares of Carnival Corporation common stock held by such shareholder (or group of shareholders) and also taking into account the effect of the equalization ratio which gives effect to common voting by the shareholders of Carnival plc and Carnival Corporation on joint electorate actions under the DLC arrangement. Under the relevant provisions of the Articles of Association of Carnival plc (articles 277 to 287) shares which are acquired by a person and which trigger the thresholds referred to in the foregoing paragraph may be sold at the direction of the The restrictions summarized in the preceding paragraphs would not apply in the case of an acquisition of shares that is made in conjunction with a takeover offer for Carnival plc, which is announced in accordance with the City Code on Takeovers and Mergers, for so long as that offer has not lapsed or been withdrawn. However, if such a takeover offer is not made, or lapses or is withdrawn, the restrictions will apply in respect of any acquired shares. The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the
ANNEX A Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available at Carnival plc’s There is one significant agreement to which Carnival plc is a party, which may be altered or terminated in the event of a change of control. This is the Amendment and Restatement Agreement dated June 16, 2014 in respect of the Facilities Agreement dated May 18, 2011, by and among Carnival Corporation, Carnival plc, Bank of America Merrill Lynch International Limited, and various other lenders, which provides for €500 million and Articles of Association The Articles of Association of Carnival plc may be amended by the passing of a special resolution of the shareholders. In common with many other corporate actions that might be undertaken by Carnival plc, such a resolution would be proposed as a joint electorate action on which the shareholders of Carnival plc and of Carnival Corporation effectively vote as a single unified body, as contemplated by the DLC arrangement. Purchase of The In addition to the Repurchase Program, the Shareholder approval is not required to buy back shares of Carnival Corporation, but is required under the Companies Act the conclusion of Carnival plc’s 2018 Annual General Meeting; or October 10, 2018. Carnival Corporation & plc treats any such repurchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program and the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc buy back authority. Directors
The names of
ANNEX A Details of the As of the date of this Upon becoming a member of the The appointment and replacement of The business of Carnival plc is managed by the Details of the Substantial As of November 30,
Carnival plc has not been notified of
Carnival Corporation and Carnival Investments Limited are the holders of an aggregate of Except for the above, no person has disclosed relevant information to Carnival plc pursuant to rule 5 of the Disclosure Guidance and Transparency Rules.
ANNEX A Corporate A report on corporate governance and compliance with the UK Corporate Governance Code is contained in the Carnival plc Corporate Governance Report attached as Annex C to the Corporate and Health, environmental, safety, security The assist the comply with related legal and regulatory The HESS Committees and our management team review all significant risks or exposures and associated mitigating actions. Each of the Chief Executive Officers of our brands attends the meetings of the HESS Committees. Carnival Corporation & plc recognizes In addition, Carnival Corporation & plc’s HESS
The HESS Policy is published on the Carnival Corporation & plc The
ANNEX A The principal activities of the Maritime Policy & Analysis Department include establishing HESS Policy, standards and procedures, and measuring and reporting on HESS-related performance. The Carnival Corporation & Each RAAS
identify opportunities for continuous improvement. Carnival Corporation & plc has long been committed to operating responsibly. We believe that sustainability is about preserving our environment, respecting our employees and the communities where we do business and returning value to our shareholders. We voluntarily publish As part of our sustainability strategy, we have voluntarily reported our carbon footprint via the
All of our brands’ environmental management systems are certified in accordance with ISO 14001 standard. The ISO, an international standard-setting body, produces worldwide industrial and commercial standards. ISO 14001 standard, the environmental management standard that was developed to help organizations manage the environmental impacts of their processes, products and services, presents a structured approach to setting environmental objectives and targets. It provides a framework for any organization to apply these broad conceptual tools to their own processes. We are committed to reducing our air emissions and improving air quality by evaluating new and established technology solutions. Liquefied natural gas is one of the solutions we are working to implement across our fleet both in port and at sea due to its reduced carbon profile and cleaner emissions. We continue our partnership with The Nature Conservancy, one of the world’s leading conservation organizations, working across all sectors of industry and society to help advance its mission to protect the natural world and develop relationships that best align to produce clear conservation benefits with lasting, measurable outcomes. Our partnership is supporting their Mapping Ocean Wealth program,
ANNEX A which creates maps that show the extent and distribution of benefits that habitats like coral reefs and mangroves provide, including fish production, flood mitigation, erosion control and recreation. We have developed a set of 2020 sustainability goals reinforcing our commitment to the environment, our guests, our employees and the communities in which we operate. Our ten goals listed below are aimed at reducing our environmental
Our ship fuel consumption and emission rates and our
ANNEX A Further details of matters related to health, environmental, safety, security and sustainability reporting and community relations at Carnival Corporation & plc are available in the Employees Carnival Corporation & plc own and operate a portfolio of We believe that diversity and inclusion issues, such as the attraction, retention, development and promotion of women and people of color, are not only important topics in corporations and boardrooms world-wide, they are issues critically important to sustaining the success of our business. For years, we have partnered with organizations focused on improving the diversity and inclusiveness of work places and by extension, society in general. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, gender and sexual orientation. Accordingly, our President and Chief Executive Officer has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace and the Executive Leadership Council’s “CEO Action for Diversity and Inclusion” initiative to support and encourage diversity in the workplace. Senior employees within Carnival Corporation & plc are eligible to participate in either the Carnival plc 2014 Employee Share Plan or the Carnival Corporation 2011 Stock Plan, further details of which are provided in Carnival plc’s Directors’ Remuneration Report attached as Annex B to the It is the policy of Carnival Corporation & plc that disabled persons should receive full and fair consideration for all job vacancies for which they are suitable applicants. Training and career development is encouraged for all employees. It is the policy of Carnival Corporation & plc to seek to retain employees who become disabled while in Information regarding gender mix can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements. Political Carnival plc did not make any political contributions to any Directors’ Each
ANNEX A Corporate The corporate governance statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook, can be found in the Carnival plc Corporate Governance Report attached as Annex C to the Letters to The Chief Executive Officer’s Letter to Shareholders, which can be found in the Carnival plc Strategic Report, forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference. Independent The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they bere-appointed will be proposed at the
Statement of The Company law requires the In preparing the financial statements the
select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The
Each of the
the Carnival plc group financial statements, which have been prepared in accordance with IFRSs give a true and fair view of the assets, liabilities, financial position and net income of the Carnival plc group; and
ANNEX A
the Carnival plc Directors’ Report The
Arnaldo Perez Company Secretary
Carnival plc Incorporated and registered in England and Wales under number 4039524
Certain information required to be included in the Carnival plc Directors’ Remuneration Report is set forth in Part I (which is also known as the Compensation Discussion and Analysis) and in the As explained in Part I, Parts I and II of Both Parts I and II of
The major decisions on
The Directors’ Remuneration Policy (the “2017 Policy”) was approved by the Carnival Corporation and Carnival plc shareholders at the The Compensation Committees have regard to the
ANNEX B During the year, the following actions were taken for 2017 or Executive Directors
ANNEX B
ANNEX B
ANNEX B
ANNEX B
Service Contracts (not audited) Because The ANNEX B regarding the Compensation Committees (including the number of meetings of the Compensation Committees held in fiscal Details of the Compensation Committees’ process for making compensation determinations, including the advice provided by internal colleagues and external Frederic W. Cook & Co., Inc. and FIT Remuneration Consultants LLP have each provided their written consent to the form and content of their references in the Carnival plc Directors’ Remuneration Report and the Proxy Statement. Fees paid to the Compensation Committees’ external
The
Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all constructive feedback received about executive compensation.
ANNEX B In April 2017, shareholders approved our remuneration proposals. Following their review of
Graphs representing TSR performance for both Carnival Corporation and Carnival plc have been included in the Carnival Corporation & plc
ANNEX B The following table sets out, for the President and Chief Executive Officer, the total remuneration as seen in the
ANNEX B
The compensation of the
ANNEX B
During fiscal
The compensation of the
$000 2017 2016 2017 2016 2017 2016 2017 2016 Sir Jonathon Band Jason Glen Cahilly Helen Deeble Richard J. Glasier Debra Kelly-Ennis Sir John Parker Stuart Subotnick Laura Weil Randall J. Weisenburger
The aggregate emoluments (being salary, bonuses, fees and
ANNEX B
The LMCG Regulations require disclosure of
Details of Carnival Corporation & plc’s stock ownership requirements for The stock ownership policy for
ANNEX B The following table shows the total outstanding
The aggregate gain on Details of the
ANNEX B
The following changes in the above share interests occurred between December 1,
Details of the retirement benefits of current
Randall J. Weisenburger Chair of January 29, 2018
Corporate Governance Carnival Corporation and Carnival plc (together referred to as “Carnival Corporation & plc”) operate under a dual listed company (“DLC”) arrangement with primary listings in the U.S. and the UK. Accordingly, Carnival Corporation & plc has implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. Where there are customs or practices that differ between the two countries, Carnival Corporation & plc has nonetheless sought to be compliant with UK best practices whenever possible. Carnival Corporation & plc believes that their resulting corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK. Corporate Governance Guidelines Carnival Corporation & plc has adopted corporate governance guidelines (the “Guidelines”) that set forth the general governance principles approved by the Boards of Directors. The Guidelines are available on Carnival Corporation & plc’s website and are summarized as follows: A majority of the members of each of the Boards must be independent in accordance with the corporate governance rules applicable to companies listed on the New York Stock Exchange and the London Stock Exchange. The Boards will each have at all times an Audit Committee, a Compensation Committee, a Health, Environmental, Safety & Security (“HESS”) Committee and a Nominating & Governance Committee (collectively, the “Committees”). All the members of the Committees will be independent Directors under the criteria applicable to companies listed on the New York Stock Exchange, the London Stock Exchange and any other applicable regulatory requirements. Each Committee has its own written charter, which principally sets forth the purposes, goals and responsibilities of the Committees. The Nominating & Governance Committees will review 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. The Nominating & Governance Committees will assess and recommend Board candidates for appointment as Directors. The responsibilities of the Directors are laid out in the Guidelines and cover matters such as the Directors’ duties to Carnival Corporation & plc and its shareholders, attendance at meetings and the annual review of Carnival Corporation & plc’s long-term strategic plans and the principal issues that Carnival Corporation & plc may face in the future. TheNon-Executive Directors shall appoint a Senior Independent Director to preside at meetings of theNon-Executive Directors and at Board meetings in the absence of the Chairman, and to serve as the principal liaison forNon-Executive Directors. Directors have free and full access to officers and employees of Carnival Corporation & plc, to the advice and services of the Company Secretary to the Boards and to independent professional advice at the expense of Carnival Corporation & plc. The Compensation Committees will recommend the form and amount of Director and senior executive compensation in accordance with the policies and principles set forth in their charter and conduct an annual review thereof. In particular, the Compensation Committees will annually review the compensation of the Chief Executive Officer and his performance to enable the Chief Executive Officer to provide strong leadership for Carnival Corporation & plc in the short andlong-term.
ANNEX C The Boards and the Nominating & Governance Committees are responsible for Chief Executive Officer and board succession planning. The Nominating & Governance Committees will maintain orientation programs for new Directors and continuing education programs for all Directors. The Boards will conduct an annual performance evaluation to determine whether they, their Committees and individual Directors are functioning effectively. TheNon-Executive Directors will meet at least annually under the direction of the Senior Independent Director to conduct an appraisal of the Chairman’s performance. All shareholders may communicate with the Boards by addressing all communications to the Company Secretary, who must forward any item requiring immediate attention to the Senior Independent Director, who must in turn notify the Boards of any matters for discussion or action as appropriate. Carnival Corporation & plc monitors governance developments in the U.S. and the UK to support a vigorous and effective corporate governance framework. Set out below is a statement of how Carnival Corporation & plc has applied the main principles of the UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “Corporate Governance Code”) during the year ended November 30, 2017. A copy of the Corporate Governance Code is available on the website of the UK Financial Reporting Council at www.frc.org.uk. The requirements of rule 7.2.6R of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook can be found in the Carnival plc Directors’ Report attached as Annex A to the Proxy Statement. Board Composition Each of the Boards of Directors is currently comprised of 11 members, of which two are Executive Directors and nine areNon-Executive Directors. Except for Jason Glen Cahilly, who was appointed to the Boards in July 2017, each member of the Boards has served for the full year. All Directors are required to submit themselves for annualre-election. The biographical details of the members of the Boards standing for election orre-election and their qualifications to serve as Board and Committee members are contained in the Proxy Statement. All Directors elected in 2016 have been subject to a formal performance evaluation during the year, as described below. As of the date of this Carnival plc Corporate Governance Report, 27% of the members of the Boards are women (being three of 11 members). Board Balance and Independence As part of the Boards’ annual independence assessment, each Director was required to complete an independence questionnaire. All questionnaires were reviewed and assessed by the full Board. Following this review, all of the nine nominees for election orre-election asNon-Executive Directors are considered by the Boards to be independent in accordance with the corporate governance rules of the New York Stock Exchange and the London Stock Exchange. Richard J. Glasier, Sir John Parker, Stuart Subotnick and Laura Weil have beenNon-Executive Directors for more than nine years from the date of their first election to the Boards. However, notwithstanding this fact, the Boards have determined that each of those Directors is independent for the reasons set forth below. Consistent with U.S. practice, the Boards believe that length of tenure should be only one of the factors considered with respect to the independence of Directors and, accordingly, that tenure alone should not result in the loss of independence. The Boards believe that automatic loss of independence status for Directors due to tenure would effectively operate as a term limit for independent Directors and result in the loss of the valuable contributions of Directors who have been able to develop, over time,
ANNEX C increasing insight into Carnival Corporation & plc and its operations. The Boards prefer to rely on rigorous annual evaluations of individual Directors to review their objectivity and independence, as well as their overall effectiveness as Directors. All Directors are also subject to annualre-election by shareholders following individual evaluations and recommendations by the Nominating & Governance Committees. Directors’ Indemnities As at the date of this Carnival plc Corporate Governance Report, indemnities are in force under which Carnival Corporation & plc has agreed to indemnify the Directors of Carnival Corporation & plc, to the extent permitted by law and the Third Amended and Restated Articles of Incorporation of Carnival Corporation and the Articles of Association of Carnival plc, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of Carnival plc. Carnival Corporation & plc maintains insurance to indemnify the Directors when it is unable to do so due to insolvency or as a result of a derivative suit. Board Procedures and Responsibilities Meetings of the Boards are held on a regular basis to enable the Boards to properly discharge their responsibilities. During the year ended November 30, 2017, the Board of Directors of Carnival plc held a total of seven meetings. All Board meetings during the year were attended by the full Board except Mr. Cahilly, who attended the two meetings held following his appointment to the Boards. In addition, theNon-Executive Directors meet periodically during the year with the Chairman of the Boards with no other Executive Directors present. The agenda for each Board meeting and meeting schedules are prepared by the Chairman and reviewed and approved by the Senior Independent Director, to enable the flow of relevant information to the Boards. Each Board member is entitled to suggest the inclusion of items on the agenda and to raise at any Board meetings subjects that are not on the agenda for that meeting. In 2006, the Boards created a program to provide Directors with direct knowledge and contact with our operating groups and their respective management teams. Each year, the Senior Independent Director assigns Directors to one of the four teams (“Director Teams”) designated for our operating groups. Each Director Team meets with senior management of their assigned operating group at its headquarters for intensive operational and strategy meetings and to tour local facilities. The Directors are rotated among the Director Teams annually to ensure exposure to all of the operating units. Non-Executive Directors are required to allocate sufficient time to meet the expectations of their role. The consent of the Chairman and the Senior Independent Director must be sought before accepting additional directorships that might affect the time aNon-Executive Director of Carnival Corporation & plc is able to devote to that role. The Boards have resolved that Executive Directors may not serve as aNon-Executive Board member on more than one FTSE 100 or Fortune 100 company nor as the Chair of such a company. Board Structures and Delegation to Management The basic responsibility of the Directors is to exercise their business judgment in the way they consider, in good faith, would be most likely to promote the success of Carnival Corporation & plc and for the benefit of the shareholders as a whole. Further details of the responsibilities of the Directors are set out in the Guidelines. The Boards have a formal schedule of matters specifically reserved to them for decision, which includes the approval of: annual, interim and quarterly results and financial statements;
ANNEX C dividends; significant changes in accounting policy; material acquisitions and disposals; material agreements; major capital expenditures; annual operating plans; strategic plans; treasury policy; risk management policy; material changes to employee incentive plans as well as approval of share awards or other share-related benefits; and health, environmental, safety, security and sustainability policies. Details of the Committees of the Boards are set out in the section below. In addition, any matters reserved for the Boards that arise between formal Board meetings that need to be resolved are delegated to an Executive Committee, comprising two Executive Directors and aNon-Executive Director. The strategic management and direction of, and significant commercial decisions in relation to, global operations of Carnival Corporation & plc, except to the extent reserved to the full Boards under their schedule of reserved matters, is delegated by the Boards to the Boards of subsidiary companies within the group and to management committees of the Boards, which in turn delegate to local management as appropriate. Committees of the Boards The following Committees have operated throughout the year. Each Committee has a written charter, copies of which can be found on Carnival Corporation & plc’s website at www.carnivalcorp.com or www.carnivalplc.com. Audit Committees Until July 18, 2017, the Audit Committees of the Boards are comprised of the following four independentNon-Executive Directors: Richard J. Glasier (Chair), Stuart Subotnick, Laura Weil and Randall J. Weisenburger. On July 18, 2017, Jason Glen Cahilly joined the Audit Committees. As a result, the Audit Committees are currently comprised of five independentNon-Executive Directors. The Board of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the Corporate Governance Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. The qualifications of each member of the Audit Committees are contained in the Proxy Statement. During the year, 14 meetings of the Carnival plc Audit Committee were held, which were attended by all members, except for Mr. Cahilly who attended all five meetings held following his appointment to the Audit Committees. The Chief Financial Officer and Chief Accounting Officer, the General Counsel and the Chief Audit Officer, who is responsible for the internal audit function and enterprise risk management facilitation within Carnival Corporation & plc, and representatives from the external auditors normally attend meetings at the invitation of the Audit Committees. The main role and responsibilities of the Audit Committees are to review: the principal risks or exposures of Carnival Corporation & plc (other than health, environmental, safety, security and sustainability matters);
ANNEX C the adequacy of internal controls; the quarterly, interim and annual consolidated financial statements; the viability and going concern statements; any formal announcements relating to the Carnival Corporation & plc’s financial performance; and the appointment, replacement, reassignment or dismissal of the Chief Audit Officer. In addition, our Audit Committees: liaise with, appoint and assess the effectiveness and independence of, the external auditors; assist the Boards, if so requested, in ensuring that the annual report and accounts of Carnival plc, taken as a whole, is fair and balanced and understandable and provides the information necessary for shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and strategy; review compliance with the Carnival Corporation & plc Code of Business Conduct and Ethics; and establish and monitor the procedures for receipt of employee complaints regarding any alleged fraud or violations of law. In fulfilling their responsibilities during the year, the Audit Committees have, among other things: reviewed the quarterly and annual financial results of Carnival Corporation & plc, including accounting matters and key factors affecting financial results and future forecasts; reviewed financial statements and related disclosures, and other proposed filings with the U.S. Securities and Exchange Commission and draft earnings press releases of Carnival Corporation & plc; reviewed the form and content of the annual reports and accounts, including the Strategic Report (including the going concern confirmation, the viability statement, the assessment of internal controls and principal risks, and the annual risk management and/or mitigation of principal risks), financial statements and Directors’ Report, to be presented to shareholders of Carnival plc at the year end; reviewed the form and content of the half year reports (including the going concern confirmation); approved, together with the Boards of Directors, the viability and going concern statements; confirmed receipt of certification letters, disclosure controls and procedure checklists and loss contingency memos from all reporting units; received briefings on Carnival Corporation & plc’s Sarbanes-Oxley 404 compliance program; reviewed reporting from the independent auditors concerning the audit work performed, identified internal control deficiencies and accounting issues, and all relationships between the independent auditors and Carnival Corporation & plc; reviewed and approved fees for audit andnon-audit related services provided by Carnival Corporation & plc’s independent auditors; received and reviewed various reports from the independent auditors regarding the planning, status, execution and conclusions of their work; received reporting, as well as quarterly briefings, from the Carnival Corporation & plc internal audit department called Risk Advisory & Assurance Services (“RAAS”) concerning results from their internal audit work and assigned investigations, including significant findings, any identified internal control deficiencies and management plans for remedial action; reviewed reports of RAAS regarding the results of its independent internal investigations of alleged impropriety as assigned by the General Counsel; reviewed RAAS’s company-wide audit risk assessment, historical audit coverage and audit plan for the upcoming year;
ANNEX C reviewed reports regarding data security, including cybersecurity and privacy; and reviewed the status of complaints received through Carnival Corporation & plc’s third-party administered hotline and other channels. Compensation Committees The Compensation Committees of the Boards are comprised of the following three independentNon-Executive Directors: Randall J. Weisenburger (Chair), Richard J. Glasier and Laura Weil. During the year, four The Compensation Committees are responsible for the: evaluation and approval of the Director and officer compensation plans, policies and programs; annual review and approval of the corporate goals and objectives relevant to the Chief Executive Officer’s compensation; determination and approval of the compensation of the Chief Executive Officer, the other Executive Directors and other senior officers; and recommendations to the Boards with respect to the compensation of theNon-Executive Directors. The Compensation Committees are empowered to retain compensation consultants of their choice to be used to assist in the evaluation of compensation issues. HESS Committees Until November 31, 2017, Sir John Parker served as Chair of the HESS Committees. Effective December 1, 2017, Sir Jonathon Band was appointed Chair. The HESS Committees of the Boards are comprised of the following four independentNon-Executive Directors: Sir Jonathon Band, Helen Deeble, Debra Kelly-Ennis and Sir John Parker. During the year, four meetings of the Carnival plc HESS Committee were held, which were attended by all members. The Chief Executive Officer and the Chief Executive Officers of our cruise brands also attend meetings of the HESS Committees. The principal function of the HESS Committees is to assist the Boards in fulfilling their responsibility to: supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability policies, programs, initiatives at sea and ashore; and comply with legal and regulatory requirements relating to health, environmental, safety, security and sustainability. The HESS Committees receive quarterly reporting regarding: the status of Carnival Corporation & plc’s Environmental Compliance Plan, from the Carnival Corporation & plc Maritime Policy and Analysis Department; and the HESS auditing program, which includes all of our vessels, as well as any instances ofnon-compliance and planned remedial action, focused HESS reviews and significant HESS incident investigations from RAAS. Nominating & Governance Committees Until January 16, 2018, the Nominating & Governance Committees of the Boards were comprised of the following four independentNon-Executive Directors: Stuart Subotnick (Chair), Richard J. Glasier, Sir John Parker and Randall J. Weisenburger. On January 17, 2018, Sir Jonathon Band was appointed
ANNEX C as a member of the Nominating & Governance Committees. As a result, since January 17, 2018, the Nominating & Governance Committees are comprised of five independentNon-Executive Directors. The qualifications of each member of the Nominating & Governance Committees are contained in the Proxy Statement. During the year, five meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all incumbent members. The principal function of the Nominating & Governance Committees is to: assess and recommend to the Boards candidates for appointment as Directors and members of the Committees; assist the Boards with Chief Executive Officer and Board succession planning; establish procedures to exercise oversight of the evaluation of the Boards and management; maintain orientation programs for new Directors and continuing education programs for all Directors; and annually review and reassess the adequacy of the Guidelines and recommend proposed changes to the Boards for approval. Further details on the succession planning process and the Nominating & Governance Committees’ approach to diversity are contained in the Proxy Statement under the heading “Nominations of Directors,” and which is incorporated by reference into this Carnival plc Corporate Governance Report. Carnival plc Supplement to the Report of the Audit Committees Certain information required to be included in the Carnival plc Report of the Audit Committee is set forth in the Report of the Audit Committees included in the Proxy Statement, and which is incorporated by reference into this Carnival plc Corporate Governance Report. The principal purpose of this Carnival plc Supplement to the Report of the Audit Committees is to comply with the Corporate Governance Code requirements, which are only applicable to Carnival plc. Significant Accounting Judgments The significant areas considered by the Carnival plc Audit Committee and discussed with the Carnival plc external auditors, PricewaterhouseCoopers LLP (“PwC”), for fiscal 2017 were as follows:
ANNEX C
External Auditors and Audit Tendering The Audit Committees have the responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors. PwC was recommended by the Audit Committees for reappointment as auditors of Carnival plc at the Annual General Meeting held in April 2017, and reappointment was approved by the shareholders. The Audit Committees also reappointed PwC as Carnival Corporation’s independent registered certified public accounting firm, as ratified by the shareholders at the April 2017 Annual General Meeting. In addition, the policy of the Audit Committees is to undertake a formal assessment of the auditor’s objectivity and independence each year, which includes: a review ofnon-audit services provided and related fees; discussion with the auditors pertaining to a written report detailing all relationships with Carnival Corporation & plc and any other party that could affect the independence or the objectivity of the auditors; and evaluation with the Boards and management of the effectiveness of the external audit process. PwC has served as Carnival Corporation’s independent auditor from 1986 to 2002. In 2003, following formation of the DLC arrangement between Carnival Corporation and Carnival plc, the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc were tendered. Deloitte & Touche LLP, KPMG LLP and PwC participated in these tenders. Upon completion of this tender process, the Audit Committees decided to recommend to the shareholders that PwC be appointed as the Carnival Corporation and Carnival plc independent auditors for fiscal 2003. The Audit Committees annually evaluate PwC’s performance and have each year recommended that the shareholders vote for the reappointment of PwC as Carnival plc’s independent auditors. Carnival plc is also subject to European Union (“EU”) regulations regarding this matter, which apply to fiscal 2017. The relevant EU regulation and UK implementing legislation (the Statutory Auditors and Third Country Auditors Regulations 2016) require statutory auditors to rotate after a period of 20 years and include a mandatory competitive tender of audit firms at the 10 year midpoint. The EU regulation, Statutory Auditors and Third Country Auditors Regulations 2016 and CMA Order also set out transitional rules that determine the latest date for the initial rotation or tender process. PwC has been Carnival plc’s auditor since fiscal 2003, so the transitional rules state that they may not be reappointed more than nine years after June 2014, effectively meaning that the audit firm must be changed for the fiscal 2024 audit at the latest.
ANNEX C As a result, the Audit Committees currently intend to tender the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc in 2022 for the 2024 audits. Our reasons for not putting the audits out for tender until 2022 for the fiscal 2024 audits and for recommending that PwC be appointed Carnival plc’s auditor for 2018 are as follows:
PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors of the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates.
Carnival Corporation & plc has periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc. PwC’s lead audit engagement partner for Carnival Corporation & plc and the engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC engagement partners working on subsidiaries are rotated from these engagements at least every seven years or in the case of significant EU subsidiaries, for the periods beginning on or after June 17, 2016, the engagement partners will be rotated at least every five years. The Audit Committees actively participate in the selection of the lead audit engagement partner. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes. The Audit Committees meet regularly with PwC in executive sessions, where management is not present. These executive sessions, which are not required under UK or U.S. regulations, further support PwC’s independence from management. The Audit Committees’ Key Policies and Procedures establish a framework to monitor and maintain PwC’s independence. These Key Policies and Procedures require, among other things,pre-approval from the Audit Committees for audit and permissiblenon-audit services prior to the performance of any such services in accordance with UK and U.S. regulations. The Audit Committees only approve services to be provided by PwC that are consistent with these regulations, which helps to support auditor independence. The communication between the Audit Committees and PwC has been timely and informative, which has assisted the Audit Committees in the performance of their oversight responsibilities. The Audit Committees and management believe that PwC has performed the audits of Carnival Corporation & plc and Carnival plc with proper professional skepticism and demonstrated the necessary knowledge, experience and skills to meet their audit requirements. Based on the review and analysis of audit fees of comparable public companies, the Audit Committees and management believe the PwC audit fees are competitive. The Audit Committees continue to be confident that the effectiveness and independence of the external auditors is not impaired in any way. There are no contractual restrictions on the choice of external auditor and, therefore, a resolution proposing the reappointment of PwC as external auditors will be put to the Carnival plc shareholders at the 2018 Annual General Meeting.
ANNEX C The Competition and Market Authority’s (“CMA”) Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the “CMA Order”) applies to FTSE 350 companies for financial years beginning on or after January 1, 2015. Carnival plc confirms that it complied with the provisions of the CMA Order in fiscal 2017. On behalf of the Audit Committee Richard J. Glasier
January 29, 2018 Information and The Company Secretary is required to provide members of the All Directors are offered the opportunity to attend training programs of their choice. The subject matter and content of such programs are reviewed periodically during the year. Board During fiscal As part of the In addition, the Nominating & Governance Committees reviewed the individual performance of each The Nominating & Governance Committees also discussed and reviewed with The Nominating & Governance Committees reported the results of the reviews to the
ANNEX C were required of them. It is the view of the Nominating & Governance Committees that the During fiscal The Corporate Governance Code requires that an externally facilitated evaluation on the Directors’ The Carnival plc Directors’ Remuneration Report is presented in two parts, with Part I forming part of the Relations with The formal channels of communication by which the Senior management and Presentations are made to representatives of the investment community periodically in the U.S., the UK and elsewhere. Results of each fiscal quarter are reviewed with the investment community and others following each quarter on conference calls that are broadcast live over the Internet. The Shareholders will have the opportunity at the The
ANNEX C the Company Secretary of Carnival Corporation & plc at 3655 N.W. 87th Avenue, Miami, Florida33178-2428 Annual As we have shareholders in both the UK and the U.S., we rotate the location of the This year the We are also offering an audio
A description of the Carnival Corporation & plc Directors’ Responsibility for Financial The
Statement of Carnival Corporation & plc has
exception: annual bonuses of U.S.
By order of the
Arnaldo Perez Company Secretary
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E35679-P01164 CARNIVAL CORPORATION PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL The undersigned shareholders of Carnival Corporation hereby revoke all prior proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies and attorneys in fact, each with full power of substitution, with all the powers the undersigned would possess if personally present, to vote all shares of common stock of Carnival Corporation which the undersigned is entitled to vote at the annual meeting of shareholders to be held on April
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Annual General Meeting2715-118-SVOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER I/We, hereby appoint the Chairman of the meeting, or as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Carnival plc (the Company) to be held on Please indicate your vote by marking the appropriate boxes in black ink like Proposal For Against Abstain Proposal For Against
Remuneration Report 2. To re-elect Sir Jonathon Band as a and 3. To elect Jason Glen Cahilly as a Director of to ratify the selection of the U.S. firm of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as the 4. To re-elect Helen Deeble as a Director of independent registered certified public Carnival Corporation and Carnival plc accounting firm of Carnival Corporation 5. To re-elect Arnold W. Donald as a
Date Signature
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