Health, Environmental, Safety & Security Committees
Approved by the HESS Committees: October 13, 2021
Approved by the Boards of Directors: December 13, 2021
HEALTH, ENVIRONMENTAL, SAFETY &
SECURITY COMMITTEES CHARTER
The purpose of the Health, Environmental, Safety & Security ("HESS") Committees of the Boards of Directors (the “Boards”) of Carnival Corporation and Carnival plc (the "Companies") is to assist the Boards in fulfilling their responsibility to supervise and monitor health, environmental, safety and security policies, programs, initiatives at sea and onshore, and compliance with health, environmental, safety and security legal and regulatory requirements.
The HESS Committees shall consist of no fewer than three directors, each of whom is, in the business judgment of the Boards, “independent” under the requirements of the New York Stock Exchange, the London Stock Exchange and other applicable regulatory requirements. The Boards shall appoint the members on the recommendation of the Nominating & Governance Committees. The Boards shall designate a chairperson for the HESS Committees.
The members and the Chair of the HESS Committees shall be appointed and replaced by the Boards on the recommendation of the Nominating & Governance Committees.
The HESS Committees shall meet regularly either in person, telephonically or using any other method of electronic communication as necessary to satisfy their responsibilities. The HESS Committees’ actions may be taken without a meeting by unanimous written consent when deemed necessary or desirable by the HESS Committees or their chair.
The HESS Committees may meet with the Chief Maritime Officer (“CMO”), the Chief Audit Officer (“CAO”) and/or the Chief Ethics and Compliance Officer (“CECO”) of the Companies, and Companies’ management in separate executive sessions to discuss any matters that the HESS Committees believe should be discussed privately. The HESS Committees shall provide the CMO, the CAO and the CECO with sufficient opportunity to initiate meetings with the HESS Committees without other management present.
The quorum necessary for the transaction of business is a majority of the members. A duly convened meeting of the HESS Committees at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the HESS Committees.
Authority and Responsibilities
The following shall be the responsibilities and common recurring activities of the HESS Committees in carrying out its purpose, including, but not limited to:
- Oversee compliance with the Companies’ HESS and sustainability-related policies.
- Review and recommend appropriate policies for the Companies relative to protection of the environment and the health, safety and security of employees, contractors, customers and the public and oversee the Companies’ monitoring and enforcement of these policies and the related procedures and practices.
- Review and recommend appropriate policies, procedures and practices for the Companies relative to sustainability and sustainability reporting.
- Review with management and the Corporate Compliance Manager environmental compliance risks or exposures and assess the steps management has taken to minimize such risks.
- Review with management and the CMO the significant HESS risks or exposures, including those related to ship operational cybersecurity, and assess the steps management has taken to minimize such risks.
- Provide functional oversight of the Risk Advisory and Assurance Services Department for HESS-related reviews and review with the CAO the following:
- The scope and plan for HESS audits;
- The coordination of audit effort to ensure completeness of coverage, reduction of redundant efforts and the effective use of audit resources;
- Any significant findings, recommendations, and action plans arising from HESS audits together with management’s responses thereto;
- Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information; and
- Any changes in the audit plans with an explanation of deviations.
- Review with management, the Corporate Legal Department and the CECO, the results of investigations into significant ship incidents and hotline complaints or “whistleblower” activity regarding HESS matters (as assigned by the Corporate Compliance Officer).
- Review the Companies’ objectives and plans (including means for measuring performance) for implementing the Companies’ policies, procedures, practices, compliance measures and risk management programs regarding HESS.
- Review and discuss with management, where appropriate, material noncompliance with HESS laws and regulations applicable to the Companies’ operations and management’s response to such noncompliance.
- Review and discuss with management pending or threatened administrative, regulatory, or judicial proceedings relating to HESS that are material to the Companies and management’s response to such proceedings.
- Review with the CMO, the CAO and any independent consultant or auditor at the completion of quarterly reports and annual reports any problems, difficulties or disputes with management encountered during the course of the audit and management’s response.
- Receive and review reports from the Incident Analysis Group (“IAG”), as necessary.
- Assist with the preparation of any disclosures required as part of the Companies’ ongoing reporting obligations, including, but not limited to, statements for the Companies’ annual reports regarding HESS.
- Perform other activities consistent with this Charter, the Companies’ by-laws, articles of association and governing law as the HESS Committees or the Boards deem necessary or appropriate.
The HESS Committees shall have the resources and authority appropriate to discharge its duties and responsibilities. The HESS Committees shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
Assessment of Performance
The HESS Committees shall review and assess their performance annually. The performance evaluation by the HESS Committees shall be conducted in such manner as the HESS Committees deem appropriate. The report to the Boards may take the form of a report by the chair of the HESS Committees or any other member of the HESS Committees designated by the HESS Committees.
Annual Review of Charter
The HESS Committees shall review and assess the adequacy of this Charter annually and recommend to the Boards any changes deemed appropriate by the HESS Committees.
Reports to the Boards
The chair of the HESS Committees, or a designee, shall provide to the Boards quarterly summaries of the actions taken at the meetings of the HESS Committees, with such recommendations as the HESS Committees shall deem appropriate.
- Financial Expert
- Independent Director