EXHIBIT 10.1
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CARNIVAL PLC
STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY
June 25, 2003
John McNulty
Senior Director
Goldman Sachs
One North Pond Drive
Short Hills, NJ 07078
Dear Mr. McNulty,
I am pleased to confirm your appointment (the "APPOINTMENT") as a director of
Carnival plc (the "COMPANY"). The terms of the Appointment are set forth below.
It is agreed that this is a contract for services and is not a contract of
employment.
1. TERM OF APPOINTMENT
1.1 The Appointment is subject to the provisions of the Articles regarding
appointment, expenses, retirement, disqualification and removal of
directors of the Company and will terminate forthwith without any
entitlement to compensation if:
1.1.1 you are not re-elected at an Annual General Meeting of the
Company at which you retire and offer yourself for re-election
in accordance with the Articles; or
1.1.2 you are required to vacate office for any reason pursuant to
any of the provisions of the Articles; or
1.1.3 you are removed as a director or otherwise required to vacate
office under any applicable law.
1.2 You will at the request of the Company or Carnival Corporation
("CARNIVAL") immediately resign (in writing) from the office of
director of the Company and any other office with a Group company and
you irrevocably authorise the Company or Carnival as your attorney in
your name and on your behalf to sign all documents and do all things
necessary to give effect to this.
1.3 On termination of the Appointment, you will (a) cease to be a director
of Carnival, in accordance with the articles of incorporation and
by-laws of Carnival and (b) surrender to an authorised representative
of the Company or Carnival all correspondence, documents (including
without limitation board minutes and board papers), copies thereof or
other property of the Company and of any member of the Group made or
received by you in the course of your directorship (whether before or
after the date of this letter).
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1.4 You hereby agree that on termination you shall not be entitled to and
shall not pursue any action or claim for compensation from the Company.
2. DUTIES
2.1 You shall carry out such duties as set forth in the Articles and as
otherwise agreed by the Board (the "Duties"). You will have all the
usual Duties of a director under English law and will be expected to
devote such time as is necessary for the proper performance of the
Duties including attendance wherever practicable at regular and
emergency Board meetings, meetings of committees of the Board to which
you are appointed, the annual general meeting of the Company and any
extraordinary general meeting of the Company. In addition, you will be
expected to devote appropriate preparation time ahead of each meeting.
2.2 By accepting this Appointment, you have confirmed that you are able to
allocate sufficient time to meet the expectations of your role.
2.3 In carrying out the Duties you shall have particular regard to your
role as a director in the light of the Listing Rules and the Combined
Code and its policy for the time being relating to compliance with the
requirements of the Combined Code as well as such US equivalents, if
applicable.
2.4 During the continuance of the Appointment you will be expected to
comply where relevant with any rule of law or regulation of any
competent authority or of the Company including the Model Code
published by the London Stock Exchange in relation to dealings in
shares, debentures and other securities of the Company and unpublished
price sensitive information affecting the shares, debentures or other
securities of the Company from time-to-time in force.
2.5 You will not receive any remuneration from the Company in respect of
the Duties or the Appointment. The Company further acknowledges that
you are expected to continue to carry out your existing duties to
Carnival and that your office as a director of Carnival will continue
to be regulated by any agreement between you and Carnival and will be
subject to Carnival's articles of incorporation and by-laws.
2.6 The Company will reimburse to you reasonable expenses incurred by you
in the proper performance of the Duties. The Company may request
receipts or other evidence of expenditure prior to any reimbursement
pursuant to this clause 2.6. The reimbursement arrangements are subject
to change as determined by the Board from time to time.
3. ROLE
3.1 Non-executive directors have the same general legal responsibilities to
the Company as any other director. The Board as a whole is collectively
responsible for promoting the success of the company by directing and
supervising the Company's affairs. The Board:
3.1.1 Provides entrepreneurial leadership of the Company within a
framework of prudent and effective controls which enable risk
to be assessed and managed;
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3.1.2 Sets the Company's strategic aims, ensures that the necessary
financial and human resources are in place for the company to
meet its objectives, and reviews management performance; and
3.1.3 Sets the Company's values and standards and ensures that its
obligations to its shareholders and others are understood and
met.
3.2 In addition to these requirements of all directors, the role of the
non-executive has the following key elements:
3.2.1 STRATEGY: Non-executive directors should constructively
challenge and contribute to the development of strategy;
3.2.2 PERFORMANCE: Non-executive directors should scrutinize the
performance of management in meeting agreed goals and
objectives and monitor the report of performance;
3.2.3 RISK: Non-executive directors should satisfy themselves that
financial information is accurate and that financial controls
and systems of risk management are robust and defensible; and
3.2.4 PEOPLE: Non-executive directors are responsible for
determining appropriate levels of remuneration of executive
directors and have a prime role in appointing, and where
necessary removing, senior-management and in succession
planning.
4. OUTSIDE INTERESTS
It is accepted and acknowledged that you have business interests other
than those of the Company and have declared any conflicts that are
apparent at present. In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the
Chairman and Company Secretary as soon as apparent. You must consult
with the Chairman or Vice-Chairman before accepting any major external
appointment or any directorships in any publicly-quoted companies.
5. CONFIDENTIAL INFORMATION
5.1 You agree that, neither during the continuance of the Appointment nor
afterwards (unless authorised to do so by the Board or by a court of
competent jurisdiction), will you use for your own or another's benefit
or disclose or permit the disclosure of any confidential information of
any member of the Group which you have obtained by virtue of the
Appointment or your employment by Carnival or in respect of which the
Company is bound by an obligation of confidence to a third party.
Confidential information shall include, without limitation, lists or
details of customers, information relating to the working of any
product, process, invention, improvement or development carried on or
used by any member of the Group, information relating to research
projects, know-how, prices, discounts, mark-ups, future business
strategy, marketing, tenders, any price sensitive information and
information concerning the Company's intellectual property portfolio
and strategy.
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5.2 The restrictions contained in this clause shall cease to apply to any
confidential information which may (other than by reason of your breach
of these terms) become available to the public generally, but any such
use will be subject to any restrictive covenants to which you are a
party.
6. INDUCTION
After your Appointment, the Company will provide a comprehensive,
formal and tailored induction. The Company, upon your request, will
arrange for site visits and meetings with senior and middle management
and the Company's auditors.
7. REVIEW PROCESS
The performance of individual directors and the whole board and its
committees is evaluated annually. If, in the interim, there are any
matters which cause you concern about your role you should discuss them
with the Chairman as soon as is appropriate.
8. INDEMNITY
In the event that you are made a party or are threatened to be made a
party to or witness in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that you are or were a director of
the Company, the Company shall (i) indemnify you against all expenses
of any kind whatsoever (including legal fees and expenses to enforce
this indemnity) actually and reasonably incurred by you in connection
with such action, suit or proceeding and against judgments, fines and
amounts paid in settlement in connection with such action, suit or
proceeding and (ii) pay or advance to you in advance of final
disposition of such action, suit or proceeding, within 20 days of the
submission of an invoice therefore, all such expenses incurred in
connection therewith, in each case of (i) and (ii) to the fullest
extent permitted by the Companies Act 1985 as amended and any other
applicable law or regulation, as from time to time in effect. Such
right of indemnification and advancement of expenses shall be without
prejudice to any other rights to which you may be entitled.
9. INSURANCE
To the extent possible, the Company will use its reasonable endeavours
to maintain, directly or through Carnival, appropriate directors' and
officers' liability insurance for your benefit. A copy of the current
policy will be provided at induction.
10. INDEPENDENT PROFESSIONAL ADVICE
Occasions may arise when you consider that you need professional advice
in the furtherance of your duties as a director. Circumstances may
occur when it will be appropriate for you to seek advice from
independent advisors at the Company's expense. If it is practicable to
do so, you shall seek such advice after consultation with the chairman
or vice-chairman. The Company shall reimburse the full cost of all
reasonable expenditure incurred in obtaining such advice.
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11. CODE OF BUSINESS CONDUCT AND ETHICS
It is expected that the Company will enter into a code of business
conduct and ethics in substantially the same form as that which applies
to Carnival and its subsidiaries. You agree to observe the provisions
of any such code of business conduct and ethics.
12. MISCELLANEOUS
12.1 Nothing in this letter shall create the relationship of employee
and employer between you and the Company.
12.2 The agreement contained in this letter shall be governed by, and
construed in accordance with, English law and shall be subject to the
exclusive jurisdiction of the English courts.
13. ENTIRE AGREEMENT
This appointment letter represents the entire understanding, and
constitutes the whole agreement, in relation to the Appointment and
supersedes any previous agreement between yourself and the Company with
respect thereto and, without prejudice to the generality of the
foregoing, excludes any warranty, condition or other undertaking
implied at law or by custom.
14. DEFINITIONS
In this letter:
14.1 "ARTICLES" means the articles of association from time to time of the
Company;
14.2 "COMBINED CODE" means the principles of good governance and code of
best practice prepared by the Committee on Corporate Governance which
is appended to the Listing Rules;
14.3 "GROUP" means the Company and any subsidiary or subsidiary undertaking
of the Company (both as defined in the Companies Act 1985, as amended);
14.4 "LISTING RULES" means the Listing Rules published by the UK Listing
Authority;
14.5 "LONDON STOCK EXCHANGE" means London Stock Exchange plc;
14.6 "MODEL CODE" means the model code on directors' dealings in securities
set out in the appendix to Chapter 16 of the Listing Rules.
Kindly confirm your agreement to the terms set out above by signing the
endorsement on the enclosed copy of this letter in the presence of an
independent adult witness who should also sign and add his or her full name,
address and occupation. Please return the copy to me at the above address.
Yours sincerely
/s/ Howard S. Frank
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Howard S. Frank
Vice Chairman
Carnival plc
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EXECUTED as a DEED
by John McNulty
/s/ John McNulty
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in the presence of
/s/ Janine A. Acceturo Witness Signature
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Janine A. Acceturo Full Name
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45 Summit Road Address
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Verona, NJ
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07044
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Exec. Asst. Occupation
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