Code of Business Conduct & Ethics

CARNIVAL CORPORATION & PLC CODE OF BUSINESS CONDUCT AND ETHICS

(As approved on January 22, 2007)


GENERAL

The objective of this Code of Business Conduct and Ethics (this "Code") is to reaffirm Carnival Corporation's, Carnival plc's and their respective controlled subsidiaries' (together, the "Company") commitment to conduct business in a manner consistent with the highest legal and ethical standards, to provide guidance to all employees and board members concerning the Company's expectations of personal and professional honesty and integrity, and to ensure conformity with the rules, regulations and guidelines applicable to the Company.

The Company expects that every employee and member of the Company's Board of Directors will use good judgment, high ethical standards, and honesty in all business dealings. The observance of these principles will avoid conflict of interest situations. Although it is not feasible in this Code to describe all circumstances that might impact on business conduct and ethics or cause conflicts of interest, Company policy in various areas is set forth in this Code for your guidance.

This Code applies to Carnival Corporation, Carnival plc, their divisions and controlled subsidiaries. To the extent that a controlled subsidiary may have a more comprehensive policy in a particular area, this Code should be considered only the minimum requirement.

Each employee and director of the Company is, and will be held, responsible for the observance of this Code. Failure to comply with any of the provisions of the Code may subject you to disciplinary measures, up to and including termination.

INTEGRITY

Accuracy and integrity in efforts to promote the Company's business, including activities in sales, advertising, and publicity, are important to the Company's image and success. Accuracy and integrity in any characterization of the Company's competitors must be maintained. You should endeavor to deal fairly with the Company's customers, suppliers, competitors and other employees.

ENVIRONMENTAL PROTECTION



The Company's core values include preserving the marine environment and in particular the pristine condition of the waters upon which our vessels sail. The Company is committed to pollution prevention, regulatory compliance and continual improvement of our environmental management. Employees are expected to support this commitment by:
  • Operating in full compliance with both the letter and the spirit of environmental laws, regulations and Company policies;
  • Consistently implementing all work practices taught pursuant to the Company's Environmental Management System;
  • Immediately reporting any environmental problems to your Department Head and/or the Company's Compliance Officer as explained in the section entitled "Reporting Improprieties" below; and
  • Identifying opportunities to improve environmental programs and performance.

ANTITRUST POLICY AND GUIDELINES

The Company has a separate Antitrust Policy and Guidelines ("APG") to acquaint you with the antitrust laws and to emphasize the importance of complying with them. The Company believes in fair and open competition and adheres strictly to the requirements of all applicable federal, state and foreign antitrust laws.

Generally, you are required to comply with the antitrust and unfair competition laws of the many countries in which the Company does business. These laws are complex and vary considerably from country to country. Antitrust laws may apply not only to activities conducted in your country; they may also apply to activities conducted in other countries having a substantial and direct effect on your country's trade or commerce.

Employees and board members should also be aware that participation in a trade association might present some antitrust risk because such participation involves meetings of competitors that could lead to an informal discussion of forbidden business matters.

Employees and board members are directed to review the complete APG on the Company's intranet website located at http://corpintranet or http://corpintranet.carnival.com. If you do not have access to the Intranet, contact your Employee Services or Human Resources Department for a hard copy. Your failure to comply with the Company's APG may result in severe disciplinary actions against you, including your dismissal.

If you are uncertain whether an action may violate foreign or domestic antitrust or competition laws, you should consult with the Company's General Counsel.

IMPROPER PAYMENTS AND BRIBES



Employees and board members are required to meet with or contact public officials on a wide variety of matters. If you meet with or otherwise contact public officials, you have a responsibility to uphold the Company's reputation and policies of business ethics. The Company has a separate Policy Against Improper Payments and Bribes ("IPB Policy").

The IPB Policy strictly prohibits:
  • Payments in the form of money, gifts, favors or entertainment to any government officials, foreign or domestic for the direct or indirect purpose of securing a preferential action or otherwise in violation of the law.
  • Payments to contractors or suppliers to obtain favorable treatment in violation of the law.
  • Transactions, identified in the IPB Policy designed to obtain business or direct business to others, or to induce a governmental official or employee to fail to perform or improperly perform his or her official functions.


Employees and board members are directed to review the complete IPB Policy on the Company's intranet website located at http://corpintranet or http://corpintranet.carnival.com. If you do not have access to the Intranet, contact your Employee Services or Human Resources Department for a hard copy.

Any questions regarding the legality or propriety of a gift, payment or transaction should be directed to the Legal Department in advance of any such action.

TRANSACTIONS IN SECURITIES OF CARNIVAL CORPORATION AND PLC

There are serious legal consequences of "insider" trading in the securities of a public company. The U.S. federal securities laws impose substantial civil and criminal penalties on "insiders" who obtain material information about a public company and purchase or sell securities of such company based on material, non-public information. "Insider trading" and other forms of market abuse are also unlawful within the United Kingdom and on conviction in the criminal courts, substantial fines and/or a custodial sentence may be imposed.

Accordingly, we have adopted the Securities Trading Policy of Carnival Corporation and Carnival plc ("Trading Policy") to acquaint you with applicable securities laws.

The Trading Policy also addresses the following:
  • Requirements of directors and executive officers pursuant to rules under the securities laws (Section 16 of the U.S. Securities Exchange Act of 1934, as amended).
  • Prohibitions on short-term or speculative transactions involving the Company's securities.
  • Guidelines on blackout/close periods and identification of Relevant Employees, as that term is defined in the Trading Policy, to whom the blackout/close periods apply.
  • Procedures for pre-clearance of Relevant Employees' transactions.
The Trading Policy applies to all transactions in the securities of either company and is not limited to the acquisition of securities upon exercise of stock options. The restrictions to which you are subject, as described in the Trading Policy, also apply to your Related Parties, as that term is defined in the Trading Policy.

Employees and board members are directed to review the complete Trading Policy on the Company's intranet website located at http://corpintranet or http://corpintranet.carnival.com. If you do not have access to the Intranet, contact your Employee Services or Human Resources Department for a hard copy.

If you are in any doubt concerning trading in securities or shares you should contact the Legal Department.

USE AND DISCLOSURE OF CONFIDENTIAL, PROPRIETARY OR INJURIOUS INFORMATION

You shall not improperly disclose or misuse confidential or privileged information learned or developed on the job. You must use caution and good judgment in keeping confidential all information relating to Company operations, which could be used by a competitor or used to the detriment of the Company or its customers if it became known to outside parties. Confidential or proprietary information should only be communicated on a strictly need-to-know basis and you must take appropriate measures to ensure that access to such information by others is restricted. You are precluded, both during your employment as well as after concluding employment, from disclosing or otherwise using confidential or proprietary information without the prior written approval of an authorized officer of the Company.

Examples of information that would be considered confidential or proprietary include:
  • Non-public financial data including capital plans and expenditures, budgets, etc.
  • Business and development plans and strategies and trade secrets
  • Marketing and advertising strategies, analyses and research information
  • Customer/vendor lists and unpublished prices
  • Company sales practices, territories, compensation and structure
  • Organization charts and salary data, personnel files, social security numbers, medical information, credit card information and policy and procedure manuals
  • Salary and related data of other employees
If you breach any of the foregoing provisions, the Company has the right to seek issuance of a court ordered injunction to compel the enforcement of the terms stated herein as well as any other remedies and damages.

The SEC and the UK Financial Services Authority further prohibit the Company from disclosing material non-public information, such as advanced bookings, pricing, yield data, earnings, and tone of business information ("Inside Information") to securities market professionals (including analysts) and shareholders unless the Company makes public disclosure of that information. In order to manage the disclosure of Inside Information by the Company, the Company has designated the Company's Chief Operating Officer ("COO") and Chief Financial Officer ("CFO") as the representatives of the Board responsible for monitoring and coordinating the Company's disclosure policy. Any release of information on behalf of the Company should be reviewed by the Company's COO or CFO prior to publication to ensure that disclosure is appropriate and adequate. In addition, outside requests and questions seeking material non-public information should be routinely directed to the appropriate person as follows: (1) inquiries from the press should routinely be directed to the Company's COO and (2) inquiries from analysts and the general public should be routinely directed to the Company's CFO.

The COO and CFO are responsible for ensuring that material, non-public information is released to the public without delay and for delaying a disclosure or making selective disclosure only in limited circumstances permitted by the SEC and UK Financial Services Authority (the "Regulatory Authorities"). The COO and CFO shall consult with relevant advisors and the Regulatory Authorities, as appropriate, and shall record their reasons for any delayed or selective disclosure. All advisors and any other parties to whom selective disclosure is to be made as determined by the COO and CFO shall be required to sign confidentiality undertakings before disclosure is made. A holding statement must be prepared where a selective or delayed disclosure is made in the case of a leak.

In addition to the requirements above which apply to all employees of the Company, all persons with access to Inside Information on either a regular or occasional basis (known as "Insiders"), including Company advisors, will be identified on an "Insider List" maintained by the Company's Legal Department. All Insiders are required to acknowledge their confidentiality obligations. In addition, Insiders are restricted from dealing in Company securities in accordance with the Company's Securities Trading Policy.

CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
A "conflict of interest" occurs when your private interest interferes in any way-or even appears to interfere-with the interests of the Company. A conflict of interest can arise when you take actions or have interests that may make it difficult to perform your work objectively and effectively. The Company also expects that you will act to advance the legitimate interests of the Company when the opportunity to do so arises. You should not permit your personal interests to conflict, or even appear to conflict with your job responsibilities. This includes relationships with suppliers, customers or other persons doing or seeking to do business with the Company. In furtherance of this requirement:
  • You or members of your immediate family (spouse, children, parents, grandparents or siblings) shall not have financial relationships with businesses that do business with the Company or any of its subsidiaries, without full written disclosure and the prior written approval of your Department Head.
  • You may not benefit personally from the Company's dealings with others, including the sale of goods or services by or to the Company. Bribes, kickbacks, under-the-table payments and/or other similar improper favors to customers or their representatives are absolutely prohibited and may result not only in loss of employment, but in criminal and civil penalties to you and/or the Company.
  • You may not take for yourself opportunities that are discovered or arise as a result of the use of the Company's property, information or position.
  • You may not have any ownership interest (except through publicly traded securities aggregating less than one percent of voting control) in any entity that is competing, doing business or seeking to do business with the Company. In the case of a conflict that could not be prevented (i.e., where through no action on your part, the entity competes, does business or seeks to do business with the Company for the first time after you acquired your interest), you are not necessarily required to dispose of such interest, but should instead immediately report the conflict to your Department Head, so that the situation may be reviewed.
  • You may not use the Company's property, information or your position at the Company for personal gain. You are expected to safeguard the Company's assets from loss or theft and ensure their efficient use. The Company's property includes confidential information, software, computers, office equipment, shipboard fixtures and furnishings, supplies, promotional materials and names of travel agencies and customers. You must appropriately secure all Company property within your control to prevent its unauthorized use. Company office equipment (including computers) may not be used for non-authorized matters, as defined by department management.
  • The use of the Company name, letterhead, logo or assets for non-business activities is prohibited.
  • During business hours, you are expected to devote substantially all of your time to Company-related work. While in a Company facility, employees are expected not to spend any significant amount of time on non-Company matters. You are expected not to compete with the Company.
  • You may not request other Company employees to perform work for you other than in furtherance of your responsibilities as a Company employee or board member. This restriction is not intended to preclude asking, on an infrequent basis, another Company employee for personal favors of a minor nature (outside of business hours) so long as you do not use your position to coerce the other Company employee into complying.
OUTSIDE EMPLOYMENT
You shall not take outside employment which may conflict with your duties to the Company. This prohibition includes employment which would create a conflict of loyalty between the Company and a competitor, supplier, or a contractor or would subject you to unreasonable demands on your job at the Company. Consent by the President of your operating company or the CEO or COO of Carnival Corporation, is also required if you engage in outside employment with a business that competes, does business or seeks to do business with the Company, including, without limitation, service as an officer, director, employee or consultant.
PROHIBITED RECEIPTS AND PAYMENTS POLICY
Outside parties may occasionally offer employees personal gifts, privileges, trips without a business purpose, tickets to events or other valuable items. The following guidelines apply to the receipt of such gifts.
  • Airline Tickets. As distribution of free tickets by the airlines is a common practice for their larger customers, acceptance of such gifts is permitted by this Code. Nevertheless, such gifts must not influence or be perceived as influencing your judgment. In order to assess whether the volume of airline tickets received could have such an influence, all recipients of free airline tickets must disclose their receipt of the tickets annually on a Business Ethics Disclosure Form if the amount received from any airline during the calendar year exceeds U.S.$200 (£150 sterling) (the "Gift Threshold"). Further, any Senior Vice President, Vice President, Director or Manager of an Air/Sea Department or other such officer, director or management level personnel charged with responsibility for negotiating airline contracts must disclose all airline tickets requested and/or received from any airline if the amount received during the calendar year exceeds the Gift Threshold, even if the tickets are ultimately used by another Company employee.
  • Meals and Entertainment. You may accept an occasional meal, ticket to a sporting event or the theatre, or comparable entertainment, which is neither so frequent nor so extensive as to raise any question of propriety. If the amount of these items from a particular third party exceeds the Gift Threshold during any calendar year, their receipt must be disclosed on the annual Business Ethics Disclosure Form.
  • FAM Trips. The Company understands that from time to time outside parties offer valuable privileges to employees, including networking and familiarization ("FAM") trips for employees and/or the employee's guests. The Company also understands that these trips may provide you with an opportunity to network and build relationships with third parties which may benefit or enhance the Company's status with such third party. As such, the Company does not prohibit you from accepting these trips. However, such trips cannot influence or be perceived as influencing your judgment.

    In order to monitor these trips, prior to accepting any trip, the CEO of your operating unit must approve it in writing. A request by a CEO of an operating unit must be approved by the CEO of Carnival Corporation & plc. All written requests should include an explanation of the valuable privilege and how your participation in the event will benefit or enhance the Company's status with such third party. You are permitted to accept a trip so long as it is:

    (i) approved in writing by your Department Head in advance; and

    (ii) disclosed on a Business Ethics Disclosure Form, along with a copy of the written request and the appropriate Department Head's written approval. This disclosure requirement applies only if the FAM trip has a value in excess of the Gift Threshold.

    This Code does not preclude employees from taking advantage of reduced fare or price arrangements that are commonly available to members of the travel industry or which are otherwise made available by outside vendors to Company employees in general.
  • Other Gifts. You may occasionally accept other gifts of nominal value not to exceed the Gift Threshold annually which are consistent with business practices. Such gifts cannot influence or be perceived as influencing your judgment; embarrass the Company or you; or be of such value as to have an impact on you or the operations of the Company. No cash gifts can ever be accepted. In the event you receive from anyone a gift or gifts during any calendar year that exceeds the Gift Threshold in value, you should immediately notify your Department Head. Generally, these gifts must be returned to the sender, explaining that you are acting in accordance with Company policy. In those few situations where refusing or returning a gift is truly impractical or would adversely affect the relationship, you may accept a gift and then give it to your respective Employee Services Department or Human Resources Department for donation to charity or make a cash donation of the excess value of the gift to a charity of the Company's choice. Whether or not you return them, these gifts must also be disclosed on a Business Ethics Disclosure Form at the time of the annual distribution thereof.
GIFTS TO THIRD PARTIES
Gifts, favors and entertainment may be given to others at Company expense only if approved by your Department Head and if they meet the following criteria: they are consistent with accepted business practices; of limited value (within U.S.$200 (£150 sterling)); in a form which could not be construed as an improper payment, bribe or payoff; not in violation of applicable law; and of such a nature that public disclosure would not embarrass the Company.
CAMPAIGN CONTRIBUTIONS
The Company complies fully with U.S. federal and state laws regulating political campaign contributions and UK laws concerning contributions to political parties or individuals seeking election.

In accordance with federal law, no contribution shall be made by the Company in federal elections, nor shall any director, officer or employee be reimbursed for individual contributions. No political contributions may be made out of Company funds in any foreign country or in connection with state and local elections, unless they are clearly permitted by local, state and federal law and approved by the CEO or COO of Carnival Corporation. The term "contributions" includes not only monetary payments, but also, the use of corporate facilities, equipment and services (for example, use of photocopy machine to reproduce campaign literature or the use of office space) or using corporate monies for political activities.

This section does not prohibit you in your individual capacity from engaging in campaign activities. In doing so, however, you must never state or imply that you are speaking or acting on behalf of the Company. No direct or indirect Company action will be allowed that infringes on your right to individually decide whether, to whom or in what amount you will make personal "contributions" or endorsements or volunteer political donations of personal service..

Carnival plc's Political Party Contribution Limits and Disclosure Policy stipulates the requirements relating to any political donations the Company can make in the UK and EU and the approval limits for donations or expenditures by UK companies in relation to EU political parties and organizations. Employees and board members are directed to review this policy on the Company's intranet website located at http://corpintranet or http://corpintranet.carnival.com. If you do not have access to the Intranet, contact your Employee Services or Human Resources Department for a hard copy.
PUBLIC COMPANY REPORTING
As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission be accurate and timely. As a continuing obligation under the UK Listing Authority's listing rules, the Company must disclose to the market without delay any major new developments and material changes in the Company's financial condition, business performance or expectation as to its business performance. Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to ensure that the Company's public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to the Company's public disclosure requirements.
DEALINGS WITH AUDITORS/RECORDKEEPING
You shall not make a false or misleading statement to the Company's independent auditors or internal auditors, nor shall you conceal or fail to reveal any information necessary to make the statements made to such auditors accurate.

The integrity of the Company's recordkeeping practices must be preserved at all times. In order to effectively manage our business and to report the financial results of our operations, the Company's business records must always be accurately and reliably prepared and must reflect every financial or business transaction. No entry may be made on the Company's books or records which intentionally conceals or disguises the true nature of any transaction. If you know of or have any reason to believe that any employee of the Company may be falsifying any Company record, it is your obligation to report that information to your Department Head or other appropriate management officials.
DOCUMENT RETENTION
The space available for the storage of Company documents, both on paper and electronic media, is limited and expensive. Periodic discarding of documents is necessary for these purposes and also to comply with applicable data protection rules. On the other hand, there are legal requirements that certain records be retained for specific periods of time. Before disposing of documents, you should consult your operating company's records retention policy. If you are unsure about the need to keep particular documents, you should consult with your Department Head so that a judgment can be made as to the likelihood that the documents will be needed..

Whenever it becomes apparent that documents of any type will be required in connection with a lawsuit or government investigation, all possibly relevant documents must be preserved, and ordinary disposal or alteration of documents pertaining to the subjects of the litigation must be immediately suspended. Under no circumstances must you knowingly destroy, alter, falsify a document with the intent to impede, obstruct or influence a government or antitrust investigation. If you are uncertain whether documents under your control should be preserved because they may relate to a lawsuit or investigation, you should contact the Legal Department.
REPORTING IMPROPRIETIES
The Company is committed to achieving compliance with all applicable laws and regulations, including, without limitation, securities and environmental laws, laws prohibiting bribery and other corrupt practices, accounting standards, accounting controls and audit practices. Accordingly, the Company has established the Reporting of Improprieties Policy (the "Reporting Procedures"). We therefore strongly encourage any employee of the Company to report perceived wrongdoing or unlawful activity, including violations of our Code of Business Conduct and Ethics, of which you become aware in the course of your employment.

Under the Reporting Procedures, any employee of the Company may submit a good faith complaint regarding possible improprieties to the management of the Company without fear of dismissal or retaliation of any kind.

Employees and board members are directed to review the complete Reporting of Improprieties Policy on the Company's intranet website located at http://corpintranet or http://corpintranet.carnival.com. If you do not have access to the Intranet, contact your Employee Services or Human Resources Department for a hard copy.
COMPLIANCE
Strict compliance with this Code and the policies referred to herein (together the "Policies") is expected. Employees who do not comply with the Policies are subject to review and possible dismissal.

This Code will be disseminated to all Members of the Company's Board of Directors and to all employees of the Company (both shoreside and shipboard).

All director level shoreside employees and above and shipboard staff in the position of Captain, Staff Captain, Chief Engineer, Environmental Officer, Safety Officer, Hotel Director, Cruise Director and Shore Excursions Manager (or their equivalents) must sign and acknowledge that they have read, understand and agree to comply with the Code of Business Conduct and Ethics (unless prohibited by local law). In addition, each of the employees referred to in the preceding sentence must complete and sign a Business Ethics Disclosure Form annually.

These dissemination and acknowledgement provisions should be considered only the minimum requirement. Operating companies are encouraged to review their operations and, if appropriate or desirable, expand (i) the dissemination of this Code to others, which may include vendors and independent contractors, or (ii) the acknowledgement requirements to a broader group of employees.

Any legally permissible waiver of this Code may only be given to any executive officer or board member by the Board of Directors of the Company or its Audit Committee at its absolute discretion. Any such waiver will be promptly disclosed to the Company's shareholders.