SEC Filings

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


Table of Contents

ANNEX C

 

Sir John Parker and Randall J. Weisenburger. The qualifications of each member of the Nominating & Governance Committees are contained in the Proxy Statement.

During the year, four meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all members, except for Sir John Parker who attended three of four meetings, having missed one meeting due to illness.

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 “Nominations of Directors” of the Proxy Statement and diversity generally are contained in the “Employees” section of the Carnival plc Directors’ Report, which are 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 2018 were as follows:

 

 

Impairment Reviews of AIDA Cruises (“AIDA”), Costa Cruises (“Costa”) and Cunard Goodwill: The Audit Committee considered whether the carrying value of AIDA’s goodwill held by Carnival plc should be impaired. The judgment in relation to the impairment assessments largely relates to the assumptions underlying the calculation of the fair value less the cost of disposal. The Audit Committee evaluated the key assumptions related to net revenue yields, net cruise costs (including fuel prices), capacity changes, weighted-average cost of capital and long-term growth rates. The Audit Committee performed this evaluation using reports received from management outlining the basis for assumptions used, including the strategic plan and sensitivity analysis. The Audit Committee performed this evaluation through inquiries with management. The Audit Committee determined that these key assumptions were reasonable and these brands’ goodwill was not impaired as of July 31, 2018 and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 11).

 

Impairment Reviews of Certain Ships. The Audit Committee considered whether the carrying value of certain ships may be impaired. The judgment in relation to impairment largely relates to the assumptions underlying the calculation of the value in use of the ship being tested for impairment, primarily whether the strategic plan for these ships is achievable and the overall macroeconomic assumptions that underpin the valuation process. The Audit Committee evaluated the key

 

Carnival plc Corporate Governance Report  

 

    C-7