The Safety, Environment and Health Committee is appointed by the Board of Directors to assist the Board in its oversight of the Corporation’s management concerning the implementation and monitoring of the Corporation’s safety (including security), environment and health programs and policies. While it is the responsibility of senior management to assess and manage the Company’s exposure to risk and its response to such risk, the Committee shall regularly consider and discuss with Management the risks inherent in the Corporation’s safety, environment and health programs and policies.
The Committee shall consist of at least three members. The members of the 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 may designate a Chair by majority vote of the full Committee membership.
- The Committee shall monitor the Corporation’s overall safety, environment and health compliance performance.
- The Committee shall review safety, environment and health programs and policies on board the Corporation’s cruise ships.
- The Committee shall review with Management significant safety, environment and health incidents on board the Corporation’s cruise ships.
- The Committee shall obtain reports from the Senior Vice President, Safety, Environment & Health and others regarding the Corporation’s safety, environment and health compliance programs and safety, environment and health compliance on board each of the Corporation’s cruise ships and at each port.
- The Committee shall review with Management the Corporation’s environmental sustainability reporting.
- The Committee shall obtain reports from other members of management as the Committee deems necessary or desirable in connection with the Corporation’s safety, environment and health activities.
- The Committee shall annually review its own performance and the adequacy of this Charter.
- The Committee shall take such other actions as it deems appropriate, or as requested by the Board, consistent with this Charter, the Company’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 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 recommendations to the Board based thereon as the Committee deems appropriate.
The 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 Committee may delegate administrative tasks to employees of the Corporation.
The Committee shall meet periodically, but no less than twice a year and report to the Board at least semi-annually with respect to its activities. Each year the Chair of the Committee shall establish a schedule of meetings and additional meetings of the 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.
Board Approved September 14, 2016
Certain statements throughout the site and within documents obtained from the site are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding our future performance including, without limitation, future revenues, earnings, strategies, prospects, consequences and all other statements that are not purely historical Words such as “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek” and similar expressions are intended to identify these forward-looking statements. Forward looking statements do not guarantee future performance and may involve 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: general economic and business conditions, vacation industry competition (including cruise industry competition), changes in vacation industry capacity (including over capacity in the cruise vacation industry), the impact of tax laws and regulations affecting our business or our principal shareholders, the impact of changes in other laws and regulations affecting our business, the impact of pending or threatened litigation, the delivery of scheduled new ships, emergency ship repairs, negative incidents involving cruise ships (including those involving the health and safety of passengers), reduced consumer demand for cruises as a result of any number of reasons (including armed conflict, terrorist attacks, geo-political and economic uncertainties, the unavailability of air service and the resulting concerns over safety and security aspects of traveling), our ability to obtain financing on terms that are favorable or consistent with our expectations, changes in our stock price or principal stockholders, the impact of changes in operating and financing costs (including changes in foreign currency and interest rates and fuel, food, payroll, insurance and security costs), weather and other factors described in further detail in Royal Caribbean Cruises Ltd.’s filings with the Securities and Exchange Commission.
The above examples are not exhaustive and new risks emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.