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Q1 2015 Royal Caribbean Cruises Ltd. Earnings Conference Call
Monday, April 20, 2015 9:30 a.m. ET
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Corporate Information
1050 Caribbean Way
Miami, FL 33132
Phone (305) 539-6000
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American Stock Transfer and Trust Company
6201 15th Avenue
Brooklyn, New York 11219
Corporate Counsel
Bradley Stein
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, FL 33132 
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PricewaterhouseCoopers LLP
333 SE Second Avenue
Suite 3000
Miami, Florida 33131
United States of America

Corporate Governance - Code of Business Conduct and Ethics

Principles | Senior Management | Committee Composition | Code of Business Conduct and Ethics | Political Contributions Policy
  Code of Business Conduct and Ethics
  Code of Business Conduct and Ethics Spanish
AWARE Compliance and Ethics Hotline

A Message from the Chairman and Chief Executive Officer

As Royal Caribbean has grown as a global company, much has changed. But one tenet remains constant – our commitment to integrity and ethical culture. We are all expected to act not just in compliance with the law but also in accordance with the highest standards of business ethics.

I personally believe our values are an essential link to our long-standing success as an industry-leading cruise line. It is not only about being good at what we do, but how we go about doing it – with honesty, fairness, integrity and trust. Throughout the years, we have earned the confidence of our employees, guests, shareholders and communities because of our commitment to our core values and ethical culture.

To help us understand the legal and ethical standards by which we must operate, we have adopted our Code of Business Conduct and Ethics (the “Code”). We periodically update our Code to ensure it remains accurate and relevant to our work. This Code, together with our Company policies, serves as the framework for how we conduct our business.

Our Code has evolved into a company-wide resource and philosophy of ethical decision making and good corporate governance. No matter our previous accomplishments, we must continue to endeavor for ever-improved ethical behavior and integrity. Only in this way can we sustain a great place where we all are proud to work, maintain our strong reputation, and ensure the long-term success of our Company, cruise brands, employees, guests and shareholders.

I urge you to read, understand and comply with the Code and to seek assistance when the right course of action is unclear. There are several resources available to assist you as described in the Code. Upholding our ethical standards not only makes good business sense, but it also reinforces our culture to do what is right.

Thank you for your continued dedication to Royal Caribbean and for your commitment to apply the values and ethical standards embodied in our Code. Together, with our passion to do the right thing, we are guaranteeing our ongoing success and invaluable reputation.


Richard D. Fain
Chairman and Chief Executive Officer

Royal Caribbean Cruises Ltd.

This Code of Business Conduct and Ethics (the “Code”) has been adopted by our Board of Directors and sets forth the standards that guide the actions of Royal Caribbean Cruises Ltd., its subsidiaries and affiliates (“RCL” or the “Company”) and its employees, officers and members of the Board of Directors (“directors”). We place a very high priority as individuals and as a company in conducting our business in compliance with the law and in accordance with the highest standards of business ethics. We will conduct our global operations with honesty, fairness, integrity and trustworthiness.

The Code describes the values and ethical standards RCL expects of its employees, officers and directors. It also contains useful guidance for daily business conduct, which is intended to assist employees, officers and directors in their work for the Company. While no guidelines can cover every issue that may arise, it is your responsibility to exercise proper conduct at all times, and there is no substitute for personal integrity and good judgment to help you do so.

When faced with a difficult situation, consider whether you would feel comfortable if the decision you intend to make became public knowledge. When you have a question or concern, or if you are unsure about the best course of action in a particular situation under this Code, there are several resources available to assist you. Simply, you may reach out to any of the contacts listed at the end of this Code.

Because RCL’s employees, guests, shareholders and business partners all rely on us to maintain an excellent reputation, the guidelines in this Code go beyond the minimum requirements of the law and are set forth below.


All employees, officers and directors will abide by the guidelines set forth below.

  • We Comply with the Law

    We comply with all applicable laws and regulations.

  • We Work Together with Respect and Dignity

    We strive to exercise the basic virtues of respect, dignity, courtesy and manners in all of our work relationships. We recognize and avoid behaviors that others may find offensive and are careful to treat each other with respect and dignity. Harassment of others in the workplace is prohibited. In addition, we should not use e-mail, social and business networking sites, or other computer resources in a way that is unlawful or offensive to others. As we are a global and diverse Company, we must recognize that conduct that is socially and professionally acceptable in one culture and country may be viewed differently in another.

  • We Support Human Rights and Core Labor Principles

    We are committed to a goal of treating each other with dignity and respect and in accordance with fundamental fair labor principles. We condemn all forms of forced labor and child labor. We are committed to attracting and developing a diverse workforce.

  • We Do Not Retaliate

    Any employee, who in good faith seeks advice, raises a concern or reports misconduct, is following Company policy and doing the right thing. We strictly prohibit retaliation for making such reports and take retaliation claims very seriously. We give all employees an opportunity to have their compliance or ethical questions and concerns fairly considered.

  • We Do Not Engage in Corruption or Bribery

    We must never make or receive payments for the purpose of influencing anyone to do something wrong. Payments made by us or on our behalf must be made for lawful and legitimate business purposes. We prohibit bribery and must never pay, offer, accept or request anything of value to secure an improper advantage.

  • We Make Political and Charitable Contributions in a Responsible Manner

    We may choose to contribute funds on behalf of the Company to advance matters of public policy that are consistent with the sustainability of our business or to enhance the social welfare and quality of life in the communities where we operate. All such contributions should be made in compliance with applicable laws and regulations and be consistent with the guidelines in this Code.

  • We Ethically Handle Conflicts of Interest

    We should conduct ourselves in an honest and ethical manner and act in the best interest of the Company. We must ethically handle situations that present a conflict between our interests and the interests of the Company. A “conflict of interest” occurs when our private interest interferes with the independent exercise of our judgment in the best interest of the Company. Situations involving a conflict of interest may not always be obvious or easy to resolve. A conflict of interest can arise when we take an action or have an interest that may make it difficult to perform our work objectively and effectively. Conflicts of interest may also arise when we (or our family members) receive improper personal benefits as a result of our position in the Company.

  • We Use Good Judgment when Exchanging Business Courtesies

    We exercise good judgment in the exchange of business courtesies, including gifts, meals, travel and entertainment, by avoiding activities that could compromise our decisions. Our relationships with third parties must be based on sound business decisions and fair dealings.

  • We Avoid Improperly Taking Corporate Opportunities

    We should avoid taking for ourselves business opportunities that arise through the use of corporate property, information or position. We should refrain from using corporate property, information or position for personal gain and competing with the Company. Competing with the Company could involve engaging in the same line of business as the Company, or a situation where we take away from the Company opportunities for sales or purchases of property, products, services or interests.

  • We Compete Fairly

    We do not make agreements with competitors to divide markets, set prices, restrict production, allocate customers or otherwise restrain competition. We endeavor to deal fairly with our customers, suppliers, the public and one another at all times in accordance with the law and ethical business practices. We must refrain from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

  • We Protect the Environment

    We are committed to a comprehensive environmental protection program focusing on the key elements of reduction of energy and waste; recycling; and proper disposal. We each must know the environmental responsibilities that apply to our jobs and conduct the Company’s business in accordance with applicable environmental laws, regulations and Company policy.

  • We Maintain Accurate, True and Complete Business Records

    We create and maintain business records that are accurate, true and complete. We should never make false or misleading entries in any Company accounts, financial documents, business reports or other business documents. We should also avoid omitting any information from Company documents if doing so could be misleading. We should always ensure that information within our control is properly recorded, and fully, fairly and accurately communicated to appropriate Company personnel in a timely fashion. The Company must provide full, fair, accurate and timely disclosures in the reports, documents and other public communications that it files with or provides to relevant regulatory bodies, including the U.S. Securities and Exchange Commission, and the public.

  • We Protect Company Property and Confidential Information

    We should protect the Company’s assets against loss, theft or other misuse and use sound judgment in our use of those assets. We respect the property of the Company, including its intellectual property and confidential information. We must maintain confidential and proprietary information generated and gathered in our business in strict confidence, except when disclosure is authorized by the Company or required by law.

  • We Prohibit Insider Trading

    We are prohibited by the law and Company policy from trading in Company securities when we are aware of material information about the Company that is not known to the public. Using such information to trade in securities, or providing such information to a family member, friend or any other person who then buys or sells securities (known as “tipping”) is illegal.

If you have questions about the Code or are unsure about the best course of action in a particular situation, you should contact your supervisor for guidance. You can also contact Human Resources, Audit and Advisory Services, the Global Compliance and Ethics Group or other Compliance and Ethics Contacts listed in this Code.

One of our most important responsibilities as employees, officers and directors is to speak up if we suspect misconduct. If you know of or suspect a violation of laws, rules, regulations or the Code, you must report your concern. This is an obligation as well as a right.

There are many ways to report your concern – in person, by phone or by e-mail. You may report your concern to any of the following contacts:

Questions or concerns about violations may be reported to your supervisor, Human Resources, Audit and Advisory Services or any of the following Compliance and Ethics Contacts:

  • Shoreside Compliance and Ethics Contact
    Global Compliance and Ethics Group
  • Shipboard Compliance and Ethics Contact
    Shipboard Human Resources Manager
  • Compliance and Ethics AWARE Hotline
    Concerns about violations, including accounting, internal accounting controls and auditing matters, may be reported on a confidential basis to our Compliance and Ethics AWARE Hotline. You may choose to make your reports anonymously.

    Shoreside: 1-888-81-AWARE (29273)
    Shipboard: **88
    Email: rclaware@tnwinc.com
    Website: www.reportlineweb.com/aware
  • Special Situations
    Concerns about violations by a director, executive officer, the Corporate Controller or any Compliance and Ethics Contact should be reported either to the Chairman and Chief Executive Officer, the General Counsel and Chief Compliance Officer, or the Chairman of the Audit Committee, each of whom shall notify the Audit Committee. If you prefer to report by e-mail you may do so at compliance@rccl.com.

Reports of suspected violations will be appropriately investigated and will be treated confidentially to the extent reasonably possible. You should not conduct your own investigations as doing so may compromise an investigation and could adversely affect both you and the Company.

We are expected to comply with the Code. The Code will be strictly enforced and any violation of the Code may result in disciplinary action, up to and including termination. We will not tolerate any kind of retaliation for reports or complaints made in good faith.

Waivers, Amendments & Availability
Any waivers (including any implicit waivers) of the provisions in the Code for our executive officers, the Corporate Controller or directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers must be promptly disclosed to the shareholders. Such disclosure will be made through posting on the Company’s website.

Waivers of this Code for any other employees are to be made by the Chairman and Chief Executive Officer or by the General Counsel and Chief Compliance Officer.

Amendments to the Code must be approved by the Board of Directors. The Code will be publicly disclosed on the Company’s website.

No Rights Created
The Code is a statement of the fundamental principles that govern the conduct of the Company’s business. It does not constitute an employment contract or an assurance of continued employment. It is not intended to and does not create any obligations to or rights in any employee, client, supplier, competitor, shareholder or any other person or entity.

Revised September 9, 2014