Read here: Audit Committee Charter
The Audit Committee is appointed by the Board of Directors to assist the Board in the oversight of (1) the quality and the integrity of the financial statements and effectiveness of internal controls over financial reporting of Royal Caribbean Cruises Ltd. (the “Company”), (2) the qualifications and independence of the Company’s principal independent auditor (the “Auditor”), (3) the performance of the Company’s internal audit function and Auditor, and (4) the compliance by the Company with the legal and regulatory requirements in connection with the foregoing. Further, the Audit Committee shall prepare the Audit Committee’s report to be included in the Company’s annual proxy statement.
The Audit Committee shall be comprised of three or more directors, each of whom shall meet the independence requirements applicable to audit committee members as required by the New York Stock Exchange and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, each member of the Audit Committee must be financially literate and at least one member must be an audit committee financial expert as defined under the rules and regulations of the Securities and Exchange Commission (the “SEC”) as interpreted by the Board.
The members of the Audit Committee shall be appointed by the Board of Directors and may be replaced by the Board of Directors. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Audit Committee should meet periodically with management, the senior internal auditing executive (the “Internal Audit Executive”) and the Auditor in separate sessions. In addition, the Committee should meet as often as it determines advisable to fulfill the Committee’s authority and responsibilities listed below. Meetings of the Audit Committee may be called by the Chairman of the Board or by any member of the Committee upon notice given at least forty-eight hours prior to the meeting, or upon such shorter notice as shall be approved by the Committee. A majority of the Committee members then serving on the Committee shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee except to the extent otherwise required by the Corporation’s Articles of Incorporation.
(a) all critical accounting policies and practices to be used;
(b) all alternative treatments of financial information within GAAP related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the Auditor; and
(c) other material written communications between the Auditor and management, such as any management letter or schedule of unadjusted differences.
(a) the Company’s internal controls report and the Auditor’s attestation of the report; and
(b) all critical audit matters proposed by the Auditor to be included in the Auditor’s annual audit report.
(a) describing the Auditor’s internal quality-control procedures;
(b) describing any material issues raised by the most recent inspection by the Public Company Accounting Oversight Board (PCAOB), internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with any such issues; and
(c) describing all relationships between the Auditor and the Company consistent with the applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence.
The Audit Committee shall have the authority, to the extent it deems appropriate, to retain special legal, accounting or other consultants or advisors to advise the Committee without seeking Board approval. The Company shall provide for appropriate funding for compensation to any such advisors as determined by the Committee.
The Audit Committee may delegate its authority to the Chair subject to such conditions as the Committee deems appropriate and in the best interests of the Corporation. In addition, the Audit Committee may delegate administrative tasks to employees of the Corporation.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits, to establish or maintain disclosure controls or procedures, or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor. Furthermore, while the Audit Committee is responsible for reviewing the Company’s guidelines and policies with respect to risk assessment and management, it is the responsibility of senior management to determine the appropriate level of the Company’s exposure to risk and its response to such risk.
Approved December 1, 2021