SEC Filings

DEF 14A
CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
Entire Document
 


Table of Contents

ANNEX C

 

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);

 

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 and non-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;

 

Carnival plc Corporate Governance Report  

 

    C-5