SEC Filings

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


Table of Contents

GOVERNANCE

Board and Committee Governance

 

 

 

Randall J. Weisenburger

 

LOGO


Carnival Corporation

Director since 2009

 

Carnival plc Director

since 2009

 

Age: 60

  

Mr. Weisenburger has been the Managing Member of Mile 26 Capital LLC, a private investment firm, since 2014. He was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc., a Fortune-250 global advertising, marketing and corporate communications company, from 1998 to 2014.

 

Board Committees: Audit, Compensation (Chair) and Nominating & Governance

 

Other Public Company Boards: Valero Energy Corporation (since 2011)

 

Qualifications:

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.

 

BOARD AND COMMITTEE GOVERNANCE

 

Board Meetings

During the year ended November 30, 2018, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of six meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Board of Directors and applicable Board Committee meetings held during the period that he or she served in fiscal 2018.

All Board members are expected to attend our Annual Meetings of Shareholders. At the 2018 Annual Meetings, all 11 incumbent Board members of each company were in attendance, except for Sir John Parker who missed due to illness.

Board Leadership Structure

Our Boards of Directors are 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 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 executive 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.

Our Non-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. The 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 the Non-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Our Non-Executive Directors, acting in executive session, elected Mr. Weisenburger in July 2017 as the Presiding Director and Senior Independent Director.

 

22            LOGO Carnival Corporation & plc 2019 Proxy Statement