NOMINATING & GOVERNANCE COMMITTEE CHARTER

(As amended on January 19, 2004)

Purpose

 

The purpose of the Nominating & Governance Committee (the “Committee”) of the Board of Directors (the “Board” or “Boards”) of Carnival Corporation and Carnival plc (the “Companies”) is: (1) to develop and recommend to the Boards a set of Corporate Governance Guidelines applicable to the Companies; (2) to assist the Boards by identifying individuals qualified to become Board members, and to recommend to the Boards the director nominees for the next annual meeting of shareholders; (3) to recommend to the Boards director nominees for each committee; and (4) to assist the Boards with such other matters as may be set forth in this Charter from time to time.

 

Committee Structure and Operations

 

Number. The Committee shall consist of no fewer than three members, each of whom is, in the business judgment of the Boards, “independent” under the requirements of the New York Stock Exchange, the United Kingdom Listing Authority and shall satisfy any other applicable regulatory requirements.

 

Appointment. The members of the Committee shall be appointed and replaced by the Boards.

 

Meetings and Reporting. The Committee shall meet either in person or telephonically at least once a year and shall report regularly to the Boards, but not less than once a year. Committee actions may be taken by unanimous written consent when deemed necessary or desirable by the Committee or its chairperson.

 

Information Sources.   The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

 

Subcommittees.   The Committee may form and delegate authority to subcommittees when appropriate.

 

Committee Responsibilities

 

Corporate Governance Guidelines. The Committee shall develop and recommend to the Boards the Corporate Governance Guidelines of the Companies. The Committee shall annually review and reassess the adequacy of the Corporate Governance Guidelines of the Companies and recommend any proposed changes to the Boards for approval.

 

Board Member Nominations.   The Committee shall actively seek individuals qualified to become Board members and to recommend to the Boards the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Boards), the Committee shall recommend to the Boards an individual to fill such vacancy through appointment by the Boards. In nominating candidates, the Committee shall take into consideration such factors, as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Boards and any committees of the Boards. The Committee may consider candidates proposed by management, but is not required to do so.

 

Appointment of Chairman.  The Committee shall make recommendations to the Boards with respect to potential successors to the Chief Executive Officer and work with the entire Boards to evaluate potential successors.

 

Limitation on Chairman’s Activities.  The Committee shall not recommend an individual for appointment, or reappointment, as chairman if such appointment, or reappointment, would result in the individual serving a second chairmanship of a FTSE 100 company or Fortune 100 company.

 

Appointment of Non-Executive Board Members. The Committee shall make the terms and conditions of appointment of non-executive Board members available for review. Prior to nomination, the Committee shall provide the Boards with the confirmation from prospective nominees that they have sufficient time available to fulfill the obligations of the office and their disclosure of significant other commitments; such disclosure shall include a broad indication of the time involved with the significant other commitments. Each non-executive Board member shall receive a letter of appointment that shall include an assessment of the time commitment expected by the Companies. The Committee shall inform the Boards of subsequent changes to any nominee’s significant other commitments.

 

Limitation on Executive Board Member Activities.  The Committee shall not recommend an individual for nomination, or renomination, as an executive Board member if such individual serves, or appointment to the Boards would result in the individual serving, as a non-executive Board member, or the chairman, of more than one FTSE 100 company or Fortune 100 company.

 

Chief Executive Officer Nominations. The Committee shall when appropriate make recommendations to the Boards with respect to potential successors to the Chief Executive Officer and work with the entire Boards to evaluate potential successors.

 

Assessment of the Performance of the Board, Directors and Management. The Committee shall establish procedures for the Committee to exercise oversight of the evaluation of the Board, directors and management.

 

Committee Member Nominations. The Committee shall identify Board members qualified to fill vacancies on any committee of the Boards (including the Committee) and to recommend that the Boards appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members.

 

Assessment of the Committee’s Performance. The Committee shall review and assess its performance annually and provide a report to the Boards. The performance evaluation shall compare the performance of the Committee with the requirements of this Charter. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Boards may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

 

Number of the Board. The Committee shall make recommendations to the Boards regarding the number of members to comprise the Boards from time to time.

 

Annual Review of this Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend to the Boards any changes deemed appropriate by the Committee.

 

Orientation and Continuing Education Programs. The Committee shall maintain an orientation program for new directors and continuing education programs for all directors, which shall include requesting that the new non-executive directors be available upon request to meet major shareholders of the Companies.

 

Other Activities. The Committee shall perform other activities consistent with this Charter, the Companies' by-laws or Articles of Association and governing law as the Committee or the Boards deems necessary or appropriate.