Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Carnival April 16th, 2019

Item 1: Re-elect the Executive Chairman

Mr. Arison has been Chairman of Carnival Corporation since 1990 and a director since 1987. He became a director and Chairman of Carnival plc in 2003.  He served as Chief Executive Officer of Carnival Corporation from 1979 to July 2013 and was Chief Executive Officer of Carnival plc from 2003 to July 2013.  In addition, he is the largest shareholder in the Company, holding directly and through his family, approximately 18.7% of the voting power of Carnival Corporation and 1.5% of the voting rights of Carnival plc.

As a matter of principle, ECGS believes that the Chairman should not carry executive responsibilities. The UK Code states that a CEO should not go on to become Chairman of the same company and that a Chairman should be independent upon appointment. Therefore, we recommend opposition.

 

 Item 13: Approve the remuneration policy. The structure is weighted more towards long-term performance, but there are concerns over the structure of incentive pay.  The bonus is awarded with respect to a sole performance condition, operating profit.  LTIP awards include restricted stock units (RSUs) which are not linked with performance. There are excessive severance agreements and accelerated vesting in the event of a change of control. Therefore, we recommend opposition.

Item 15: Re-appoint the auditor

 PricewaterhouseCoopers LLP has audited the Company since 1986 which exceeds our tenure limit of 10 years. Therefore, we recommend opposition.

Underlying
Carnival PLC

Carnival is a leisure travel and cruise company. Co. operates over 100 cruise ships within a portfolio of global, regional and national cruise brands that sell tailored cruise products, services and vacation experiences. Co.'s North America cruise brands include Carnival Cruise Line, Princess Cruises, Holland America Line, and Seabourn. Co. also has a Cruise Support segment that represents its portfolio of port destinations and private islands, which are operated for the benefit of its cruise brands. In addition to its cruise operations, Co. owns Holland America Princess Alaska Tours, the tour company in Alaska and the Canadian Yukon, which complements Co.'s Alaska cruise operations.

Provider
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Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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