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

 

The structure of our Boards facilitates the continued strong communication and coordination between management and the Boards and enables the Boards to fulfill their risk oversight responsibilities, as further described below.

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 full Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Committees, which are each comprised of the same Directors for each company, as follows:

 

 

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 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

 

 

 

 

  Katie Lahey

 

  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 2018

 

  10

 

  4

 

  0

 

  4

 

  4

 

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 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.

 

LOGO Carnival Corporation & plc 2019 Proxy Statement  

 

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