Responsible Capital Allocation Community Contributions Good Governance & Shareholder Alignment Diversity, Inclusion & Well-Being Climate Action Transparency & Guiding Principles Appendices 25 Integrity and Compliance We strive to meet rigorous standards of corporate governance, following industry best practices Related Policies and Statements: and satisfying legal, regulatory, TSX and NYSE requirements. We monitor regulatory changes and we routinely review evolving governance • Code of Business Conduct and Ethics practices in order to identify those that will best • Business Integrity Policy serve the interests of our shareholders. • Policy Concerning Confidentiality, Fair Disclosure and Trading Code of Business in Securities Conduct and Ethics • Employee Complaint Procedures Our Board has adopted a written Code of Business for Accounting and Auditing Matters Conduct and Ethics (the “Code”) for our directors, • Whistleblower Policy officers and employees. The Code reflects our core values of honesty, responsibility and fairness and addresses the following matters: compliance with Franco-Nevada Corporation Board of Directors in 2022, Panama laws, rules and regulations; conflicts of interest; confidentiality; corporate opportunities; protection Business Integrity Policy Policy Concerning Whistleblower Policies and proper use of corporate assets; competition Our Board has a Business Integrity Policy for Confidentiality, Fair Disclosure Our Board has adopted employee complaint and fair dealing; gifts and entertainment; our directors, officers and employees, which is and Trading in Securities procedures for, among other things, accounting payments to government personnel; non- intended to supplement the Code. The Business Our Board has adopted a Policy Concerning and auditing matters (contained in our Employee discrimination, anti-harassment and equal Integrity Policy is intended to ensure that we do Confidentiality, Fair Disclosure and Trading Complaint Procedures for Accounting and opportunity; health and safety; accuracy of not receive an improper advantage in our business in Securities, which serves as our corporate Auditing Matters) and violations of applicable company records and reporting; use of e-mail dealings and that all payments and expenses disclosure policy and insider trading policy, laws or corporate policies (contained in our and internet services; loans to or guarantees are properly recorded in our financial books and designed to ensure that personnel comply Whistleblower Policy) for our company’s of obligations of our personnel; and reporting records. Among other things, the policy provides with securities legislation and the rules of directors, officers and employees to enable of any illegal or unethical behaviour. guidance on dealing with our agents, contractors applicable stock exchanges relating to insider such personnel to submit good faith complaints and with public officials, acceptance of gifts, trading, tipping and selective disclosure. relating to any such matters. The procedures “...we routinely review making political contributions and dealing with Such policy generally outlines principles of outline how an employee with a good faith certain types of payments, including charitable confidentiality and guidelines for maintaining concern can report those concerns directly evolving governance donations and sponsorships. On an annual confidentiality, disclosure principles and guidelines to the Chief Legal Officer, in the case of the basis, we publicly disclose details of political for disclosure, what constitutes material Whistleblower Policy, or directly to the Chair practices in order to contributions or lobbying expenditures, if any, information, what is non-public information of the ARC, in the case of the Employee Complaint made by our company or our personnel on and how forward-looking information should be Procedures for Accounting and Auditing Matters. identify those that will behalf of our company. No such contributions disclosed. The policy also describes prohibitions In situations where such personnel prefer to place or expenditures have been made or incurred on trading, our policies on trading windows and an anonymous report in confidence, they are best serve the interests since our IPO. black-out periods, required pre-approval for trades encouraged to use the Franco-Nevada Compliance by insiders and sanctions if improper trading Hotline, hosted by a third-party hotline provider, of our shareholders.” were to occur. Navex Global EthicsPoint. To date, there have been no employee complaints under either policy.