CODE OF BUSINESS CONDUCT AND ETHICS
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Royal Caribbean Cruises Ltd.
CODE OF BUSINESS CONDUCT AND ETHICS
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.
OUR GUIDELINES
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, orRoyal Caribbean Cruises Ltd.
Code of Business Conduct and Ethics
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
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Code of Business Conduct and Ethics
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
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Code of Business Conduct and Ethics
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.
SEEKING GUIDANCE
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.
REPORTING VIOLATIONS
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:
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Code of Business Conduct and Ethics
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
ethics@rccl.com
• 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.
Investigations
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.
Violations
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
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Code of Business Conduct and Ethics
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 May 8, 2013
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