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RCL shareholders to consider Oslo delisting, new director, diversity mandate

RCL shareholders to consider Oslo delisting, new director, diversity mandate

Royal Caribbean Cruises Ltd. is seeking shareholder approval for a delisting of shares on the Oslo Stock Exchange. The election of eight directors, including a newcomer, will also be considered at the company's annual meeting on May 28 in Miami.

In addition, the proxy has a shareholder proposal that would require the company to take steps to increase diverse representation, inclusive of gender, race and ethnicity, on the board and assess the effectiveness of these efforts. Currently Royal Caribbean has one woman director; the race and ethnicity of its directors are not specified.

Royal Caribbean, whose primary listing is on the New York Stock Exchange, has considered delisting from its secondary exchange, Oslo, since 2009 when the board received overwhelming shareholder approval to pursue a delisting at its discretion. As explained in the proxy, delisting became a lower priority given economic conditions from the company's 2009 annual meeting to the present.

Recent changes in Royal Caribbean's agreement with the Oslo Stock Exchange and continued burdens on the company have caused the issue to be raised again.

Royal Caribbean cited the complexity of dealing with two regulatory regimes—the NYSE and OSE—with 'conflicting and often inconsistent requirements,' and very low trading volume on the OSE relative to the NYSE (average daily trading volume of 188,000 shares in Oslo versus 2.2m in New York for the past 12 months). Other factors are the lack of need to access the capital markets through the OSE and costs of approximately $500,000 annually and administrative burden associated with maintaining and complying with the secondary listing venue.

'We are cognizant of the impact that delisting could have to holders of our common stock who reside in Norway,' the company said in the proxy, adding that should it delist, Royal Caribbean would pay all costs to transfer their shares to the NYSE and otherwise work with the OSE and its transfer agent 'to ensure that our holders in Norway would be able to transfer their shares easily.' 

Also, the company would 'provide time for our Norwegian holders to liquidate their shares on the OSE in an orderly and efficient manner in the event they are unwilling or unable to transfer their shares to the NYSE.'

Directors standing for election to new one-year terms include chairman Richard Fain, John Brock, Ann Moore, Eyal Ofer, Vagn Sørensen, William Reilly and Arne 'Alex' Wilhelmsen.

Donald Thompson, who retired in March as president and ceo, McDonald's Corp., is a director nominee. He would fill the slot vacated by long-time director Bernard Aronson who, as earlier reported, is stepping down due to time commitments of his new responsibilities as US special envoy.

Royal Caribbean's board is advising shareholders vote against the shareholder proposal to require more diversity among directors, which states the company lags its peers—Carnival Corp. and Marriott International, each with two women directors. According to the proposal, 92% of S&P boards include at least one woman; the average is two.

Royal Caribbean directors said they 'unequivocally agrees' with the importance of diversity, however they believe current policies and practices support that objective. They believe the proposal as submitted would require 'special efforts to consider non-traditional candidates such as those from academia and non-profit organizations.'

The company added that while it has benefited from having such individuals as directors now and in the past, 'we strongly disagree with a broad requirement to include among our nominees individuals from academic and/or non-traditional backgrounds regardless of circumstances.'

 

 

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