Approved by the HESS Committee: June 30, 2026
Approved by the Board of Directors: July 8, 2026 

CARNIVAL CORPORATION LTD. 
HEALTH, ENVIRONMENTAL, SAFETY & 
SECURITY COMMITTEE CHARTER  

Purpose  

The purpose of the Health, Environmental, Safety & Security (“HESS”) Committee of the Board of Directors (the “Board”) of Carnival Corporation Ltd. (the “Company”) is to assist the Board in fulfilling its responsibility to supervise and monitor health, environmental, safety, security, and sustainability policies, programs and initiatives at sea and onshore, and compliance with health, environmental, safety, security and sustainability-related legal and regulatory requirements. 

Membership  

The HESS Committee shall consist of no fewer than three directors. 

The members and the Chair of the HESS Committee shall be appointed and replaced by the Board on the recommendation of the Nominating & Governance Committee.   

Meetings  

The HESS Committee shall meet regularly either in person, telephonically or using any other method of electronic communication (or any combination thereof) as necessary to satisfy its responsibilities.  The HESS Committee’s actions may be taken without a meeting by unanimous written consent when deemed necessary or desirable by the HESS Committee or its Chair.  

The HESS Committee may meet with the Chief Audit Officer (“CAO”), the Chief HESS Investigations Officer (“CHIO”), the Chief Maritime Officer (“CMO”), the Chief Risk and Compliance Officer (the “CRCO”) or other members of management in separate executive sessions to discuss any matters that the HESS Committee believes should be discussed privately.  The CAO, CHIO, CMO and CRCO should have sufficient opportunity to initiate meetings with the HESS Committee without other members of management present. 

In the absence of the Chair of the HESS Committee at a HESS Committee meeting, the remaining members present may elect one of themselves to chair the meeting. 

The quorum necessary for the transaction of business is a majority of the members.  A duly convened meeting of the HESS Committee 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 Committee. 

Authority and Responsibilities  

The following shall be the responsibilities and common recurring activities of the HESS Committee in carrying out its purpose, including, but not limited to:  

1. Oversee compliance with the Company’s HESS and sustainability-related policies.  
2. Review and recommend appropriate policies, procedures, practices and training for the Company, relative to protection of the environment and the health, safety and security of employees, contractors, customers and the public and oversee the Company’s monitoring and enforcement of these policies and the related procedures and practices.  
3. Review and recommend appropriate policies, procedures, practices and training for the Company’s relative to sustainability and reporting on sustainability matters. 
4. Review with management significant HESS and sustainability-related risks or exposures, including, but not limited to, those related to ship operations and cybersecurity, HESS audits, Incident Analysis Group (“IAG”) and external investigations into significant ship incidents, and HESS-related hotline complaints, and assess the steps management has taken to minimize such risks.   
5. Review the Company’s objectives and plans (including means for measuring performance) for implementing the Company’s policies, procedures, practices, compliance measures and risk management programs regarding HESS.  
6. Review and discuss with management, where appropriate, compliance with laws and regulations regarding HESS and sustainability applicable to the Company’s operations and management’s actions or response to any material noncompliance.  
7. Review and discuss with management pending or threatened administrative, regulatory, or judicial proceedings relating to HESS that are material to the Company, and management’s response to such proceedings.  
8. Provide functional oversight of the Company’s IAG, including receiving an annual assessment of the HESS investigation program and reports from the CHIO on the status of, and any significant changes to, the program, significant findings, and management’s responses thereto, lessons learned, any difficulties encountered in the course of the investigations, analyses and other appropriate matters. The HESS Committee may meet separately with the CHIO (without other members of management present) to review:
   1. IAG’s objectivity and independence from management; 
   2. The adequacy of IAG staffing and financial resources; and 
   3. Any other matter that the CHIO determines should be discussed privately. 
9. Review with the CMO, the CRCO and the CAO the effectiveness of management’s HESS investigation action plans. 
10. Review with the CMO, the CAO, and any independent HESS consultant or auditor as needed, any problems, difficulties or disputes with management encountered during the course of any HESS audit and management’s response. 
11. Assist with the preparation of any disclosures required as part of the Company’s ongoing reporting obligations, including, but not limited to, statements for the Company’s annual report regarding HESS. 
12. Review and concur with the CEO in the appointment, replacement, reassignment or dismissal of the CHIO. 
13. Perform other activities consistent with this Charter, the Company’s memorandum of continuance, bye-laws, and governing law as the HESS Committee or the Board deems necessary or appropriate.  

For the avoidance of doubt, the responsibilities of the HESS Committee shall not extend to assuring and managing compliance with relevant laws or policies of the Company, which remains the responsibility of management. 

Information Sources  

The HESS Committee shall have the resources and authority appropriate to discharge its duties and responsibilities.  The HESS Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.  

Assessment of Performance  

The HESS Committee shall review and assess its performance annually and report on the same to the Board.  The performance evaluation by the HESS Committee shall be conducted in such manner as the HESS Committee deems appropriate.  The report to the Board may take the form of a report by the Chair of the HESS Committee or any other member of the HESS Committee designated by the HESS Committee.  

Annual Review of Charter  

The HESS Committee shall review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the HESS Committee.  

Reports to the Board  

The Chair of the HESS Committee, or a designee, shall provide to the Board quarterly summaries of the meetings of the HESS Committee, including actions taken therein or by unanimous written consent, with such recommendations as the HESS Committee deems appropriate.