The Nominating and Corporate Governance Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members consistent with the criteria approved by the Board, and to recommend to the Board the Director nominees whenever directors are to be appointed or elected; (2) to recommend to the Board Director nominees for each Board Committee; (3) to review and make recommendations to the Board concerning Board Committee structure, operations and Board reporting; (4) to oversee corporate governance matters and recommend to the Board the corporate governance principles applicable to the Corporation; and (5) to oversee the evaluation of the Board performance.
The Nominating and Corporate Governance Committee shall consist of at least three members, each of whom shall meet the independence requirements of the New York Stock Exchange. The members of the Nominating and Corporate Governance Committee shall be appointed by the Board of Directors and may be replaced by the Board. Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.
Identification and Nomination of Directors
1. The Nominating and Corporate Governance Committee shall seek individuals qualified to become Board members for recommendation to the Board consistent with criteria approved by the Board as set forth in the corporate governance principles or as otherwise may be established by the Board from time to time. As part of this responsibility, the Committee shall be responsible for conducting inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other qualification requirements established by the Board.
2. The Nominating and Corporate Governance Committee shall make recommendations to the Board concerning the filling of any vacancy on the Board and the Director nominees for each annual meeting of shareholders. As part of this
process, the Committee shall consider the qualifications and performance of incumbent Directors in determining whether to recommend they be nominated for re-election.
3. The Nominating and Corporate Governance Committee shall make recommendations to the Board concerning the filling of any vacancy on Board Committees.
4. The Nominating and Corporate Governance Committee shall at least annually review and make recommendations to the Board concerning the structure, operations and Board reporting of the various committees. The Nominating and Corporate Governance Committee shall also periodically make recommendations to the Board regarding Director membership on each of the committees.
5. The Nominating and Corporate Governance Committee shall provide oversight and make recommendations to the Board regarding corporate governance matters (other than matters delegated by the Board to other Board Committees) and shall, at least annually, review and reassess the adequacy of the Corporation’s corporate governance principles and recommend any proposed changes to the Board for approval.
6. If there is a vacancy in the position of Lead Director, the Nominating and Corporate Governance Committee shall make recommendations to the non-management directors concerning the filling of such vacancy.
7. The Nominating and Corporate Governance Committee shall at least annually oversee the evaluation of the performance of the Board and report such evaluation to the Board.
8. While it is the responsibility of senior management to assess and manage the Corporation’s exposure to risk and its response to such risk, the Nominating and Corporate Governance Committee shall regularly consider and discuss with Management the risks inherent in the Corporation’s corporate governance principles, the Board and committee structure and composition and the Board reporting arrangements of the various committees.
9. The Nominating and Corporate Governance Committee shall monitor and discuss developments in corporate governance laws and practices and shall make recommendations to the Board regarding such matters, as the Nominating and Corporate Governance Committee determines appropriate.
10. The Nominating and Corporate Governance Committee shall review and make recommendations to the Board regarding the Corporation’s response to shareholder proposals for inclusion in the Corporation’s proxy statement.
11. In the event of a CEO transition, the Nominating and Corporate Governance Committee shall provide oversight of the CEO transition process. In connection therewith, the Nominating and Corporate Governance Committee shall consult with the CEO as appropriate.
12. The Nominating and Corporate Governance Committee shall annually review its own performance and the adequacy of this Charter.
13. The Nominating and Corporate Governance Committee shall take such other actions as it deems appropriate, or as requested by the Board, consistent with this Charter, the Corporation’s Bylaws and applicable laws and regulations and shall direct and report to the Board from time to time on actions taken and matters reviewed.
The Nominating and Corporate Governance Committee shall have the authority to hire consultants, to request management to perform studies and furnish other information, to obtain advice from external legal, accounting, or other advisors, and to make such decisions or recommendations to the Board based thereon as the Committee deems appropriate. The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used in connection with identifying director candidates, including the sole authority to approve the search firm’s fees and other retention terms.
The Nominating and Corporate Governance Committee may delegate its authority to the Chair subject to such conditions as the Nominating and Corporate Governance Committee deems appropriate and in the best interests of the Corporation. In addition, the Nominating and Corporate Governance Committee may delegate administrative tasks to employees of the Corporation.
Each year the Chair of the Nominating and Corporate Governance Committee shall establish a schedule of meetings. Additional meetings of the Nominating and Corporate Governance 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. The Chair of the Committee shall be responsible for establishing the agendas for meetings of 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. Minutes of all meetings of the Committee shall be prepared.
Certain statements in this release relating to, among other things, our future performance estimates, forecasts and projections constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding revenues, costs and financial results for 2020 and beyond. Words such as “anticipate,” “believe,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” “considering”, and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the following: the impact of the global incidence and spread of COVID-19, which has led to the temporary suspension of our operations and has had and will continue to have a material adverse impact on our business and results of operations, or other contagious illnesses on economic conditions and the travel industry in general and the financial position and operating results of our Company in particular, such as: the current and potential additional governmental and self-imposed travel restrictions, the current and potential extension of the suspension of cruises and new additional suspensions, guest cancellations; our ability to obtain sufficient financing, capital or revenues to satisfy liquidity needs, capital expenditures, debt repayments and other financing needs; the effectiveness of the actions we have taken to improve and address our liquidity needs; the impact of the economic and geopolitical environment on key aspects of our business, such as the demand for cruises, passenger spending, and operating costs; incidents or adverse publicity concerning our ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; concerns over safety, health and security of guests and crew; further impairments of our goodwill, long-lived assets, equity investments and notes receivable; an inability to source our crew or our provisions and supplies from certain places; the incurrence of COVID-19 and other contagious diseases on our ships and an increase in concern about the risk of illness on our ships or when traveling to or from our ships, all of which reduces demand; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in US foreign travel policy; the uncertainties of conducting business internationally and expanding into new markets and new ventures; our ability to recruit, develop and retain high quality personnel; changes in operating and financing costs; our indebtedness, any additional indebtedness we may incur and restrictions in the agreements governing our indebtedness that limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; the impact of foreign currency exchange rates, interest rate and fuel price fluctuations; the settlement of conversions of our convertible notes, if any, in shares of our common stock or a combination of cash and shares of our common stock, which may result in substantial dilution for our existing shareholders; our expectation that we will not declare or pay dividends on our common stock for the near future; vacation industry competition and changes in industry capacity and overcapacity; the risks and costs associated with protecting our systems and maintaining integrity and security of our business information, as well as personal data of our guests, employees and others; the impact of new or changing legislation and regulations or governmental orders on our business; pending or threatened litigation, investigations and enforcement actions; the effects of weather, natural disasters and seasonality on our business; emergency ship repairs, including the related lost revenue; the impact of issues at shipyards, including ship delivery delays, ship cancellations or ship construction cost increases; shipyard unavailability; and the unavailability or cost of air service.
In addition, many of these risks and uncertainties are currently heightened by and will continue to be heightened by, or in the future may be heightened by, the COVID-19 pandemic. It is not possible to predict or identify all such risks.
More information about factors that could affect our operating results is included under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q, as well as our other filings with the SEC, and the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K, copies of which may be obtained by visiting our Investor Relations website at www.rclinvestor.com or the SEC’s website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.