Health, Environmental, Safety & Security Committees
Approved by the HESS Committees: November 3, 2022
Approved by the Boards of Directors: November 14, 2022
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, security, and sustainability policies, programs, initiatives at sea and onshore, and compliance with health, environmental, safety, security, and sustainability-related 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 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 (or any combination thereof) 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”), or other members of executive management in separate executive sessions to discuss any matters that the HESS Committees believe should be discussed privately. The CMO and the CAO should have sufficient opportunity to initiate meetings with the HESS Committees without other members of management present.
In the absence of the Chair of the HESS Committees at a HESS Committees 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 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, procedures, practices and training 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, practices and training for the Companies relative to sustainability and reporting on sustainability matters.
- 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 and external investigations into significant ship incidents, and HESS-related hotline complaints, and assess the steps management has taken to minimize such risks.
- 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, compliance with laws and regulations regarding HESS and sustainability applicable to the Companies’ operations and management’s actions or response to any material 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.
- 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 or by unanimous written consent, with such recommendations as the HESS Committees shall deem appropriate.
- Financial Expert
- Independent Director