|CARNIVAL CORP filed this Form DEF 14A on 03/07/2019|
induction pack, site visits and meetings with senior and operational management teams. The Directors update their skills, knowledge and familiarity with Carnival plc by attending appropriate external seminars and training courses, meeting with senior management and visiting regional and divisional operating offices.
The appointment and replacement of Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the Boards of Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals.
The business of Carnival plc is managed by the Board of Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to dispose of all or any part of the companys assets, to borrow money, to mortgage or pledge any of its assets and to issue debentures and other securities.
Details of the Directors remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors Remuneration Report attached as Annex B to the Proxy Statement.
As of November 30, 2018, Carnival plc has been notified of material interests of three percent or more in Carnival plcs total voting rights as follows:
Carnival plc has not been notified of any changes between December 1, 2018 and January 17, 2019.
Carnival Corporation and Carnival Investments Limited are the holders of an aggregate of 25,666,636 Carnival plc ordinary shares as of January 17, 2019. These shares carry no voting rights or rights on liquidation unless Carnival Corporation owns over 90 percent of all the Carnival plc ordinary shares. Accordingly, the details of voting rights given in the preceding table take account of the absence of voting rights carried by these shares.
Except for the above, no person has disclosed relevant information to Carnival plc pursuant to rule 5 of the Disclosure Guidance and Transparency Rules.
Corporate Governance and Directors Remuneration
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 Proxy Statement. Part I of the Carnival plc Directors Remuneration Report is included in the Proxy Statement and Part II of the Carnival plc Directors Remuneration Report is attached as Annex B to the Proxy Statement.