Responsible Capital Allocation Community Contributions Good Governance & Shareholder Alignment Diversity, Inclusion & Well-Being Climate Action Transparency & Guiding Principles Appendices 26 Shareholder Alignment We take pride in our culture of company 1.0 How we engage with ownership, with management and the Board G&A as % of our stakeholders holding over US$200 million of equity and 0.8 Market Capitalization having the lowest G&A among our peers. This • Investor and industry conferences shareholder alignment flows through the entire 0.6 • Shareholder meetings, including organization with junior employees receiving say-on-pay voting stock option grants after having a minimum 0.4 • Quarterly earnings conference calls tenure at the company. 0.2 • Analyst days Minimum Equity Investments • Investor relations correspondence Each of our executive officers is required to hold - • Emails, calls and meetings a minimum equity investment in Franco-Nevada 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 equivalent in value to a multiple (currently five times for our CEO and three times for our other executive officers) of such executive officer’s are “independent” other than Messrs. Harquail the Board became aware of the misconduct, then current base salary, depending on such and Brink, by virtue of their positions as former as applicable. Key topics of interest in 2022 executive officer’s level of responsibility. The CEO and current President & CEO, respectively. requirement is to be satisfied in the form of our The Chair and President & CEO roles are separated Communication and Collaboration • Diversity and inclusion common shares and restricted share units. Our and, as a matter of best practices, our Board In 2010, our Board adopted a policy entitled Board (see pages 29–31) non-employee directors are required to hold created the position of Lead Independent of Directors’ Engagement with Shareholders on • Climate-related risks and minimum equity investments in Franco-Nevada Director and appointed Mr. Evans in this role. Governance Matters. The policy provides that opportunities (see pages 16–18; equivalent in value to three times their annual it is important to have regular and constructive Appendix C) retainers (currently the minimum equity Clawback engagement directly with our shareholders to • Transparency and ESG reporting investment is C$135,000) in the form of our Our executives have each agreed to allow and encourage shareholders to express frameworks (see Appendices C common shares and/or deferred share units. a clawback of their incentive compensation their views on governance matters directly to through E) Management and our directors are in full if our financial statements are required to be our Board outside of our annual meetings. We • Scope 3 emission reporting compliance of such minimum equity restated due to the fraudulent behaviour or recognize that shareholder engagement is an (see pages 41–42) investment requirements with substantial other intentional misconduct of such executive evolving practice in Canada and globally and • ESG-related performance of ownership stakes in our company. officers or they are found to have engaged our Board reviews its shareholder engagement investments (see pages 7–14) in intentional, egregious misconduct whether policy annually to ensure that it is effective • Capital allocation strategy Independence or not Franco-Nevada’s financial statements in achieving its objectives. (including commodity and jurisdiction) An independent board is comprised of directors are required to be restated. In each case, they (see page 4) who have no direct or indirect relationships with have agreed to reimburse Franco-Nevada for, We regularly engaged virtually and in person • Security and cybersecurity a company that could reasonably interfere or forfeit, as applicable, any entitlement to any with our shareholders during 2022. The adjacent (see page 27) with the exercise of the directors’ independent bonus or other incentive-based or equity-based tables describe some examples of how we • ESG considerations in executive judgement. This avoids potential conflicts compensation received by them during the engaged and the key topics of interest from compensation (see page 58) of interest and enables a board of directors 12-month period following the issuance/filing shareholders and the investment community. to consider the best interests of its shareholders. of the financial statements required to be restated Our Board has concluded that all of our directors or during the 12-month period prior to when