Responsible Capital Allocation Community Contributions Good Governance & Shareholder Alignment Diversity, Inclusion & Well-Being Climate Action Transparency & Guiding Principles Appendices 24 Corporate Governance Our corporate governance structure is designed Management’s Role Board and Management The Board and its Committees also frequently to encourage informed and effective decision- The Board and its Committees oversee senior Engagement meet with senior management to determine making and appropriate monitoring of management, who are responsible for the All of our executives regularly attend Board our strategy with respect to our risks and compliance and performance, to serve the day-to-day management of ESG risks and and Committee meetings, including to provide exposures. In November 2022, management best interests of our shareholders. ESG matters opportunities. Our Chief Executive Officer updates on royalty and stream acquisition met with the ARC to discuss ESG-related risks are overseen and managed at the Board and is responsible for leadership on ESG matters opportunities, which include ESG-related and strategy and with the CESGC to discuss management levels within Franco-Nevada. and our Chief Legal Officer has executive considerations. To the extent that a materially strategy for improved ESG reporting in 2023. responsibility over such matters. ESG-related adverse ESG issue or consideration arises during Most recently, in March 2023, management met Board Oversight risks and opportunities are overseen by our the due diligence process in respect of a royalty with the CESGC to discuss Franco-Nevada’s ESG The Board and its Committees provide oversight executive team, including our Senior Vice and stream opportunity, management and strategy, including, among other things, climate of our strategic approach to all aspects of our President, Business Development, Senior Vice the Board may decide not to proceed with the initiatives and commitments, community business, which includes ESG-related risks and President, Diversified, Chief Financial Officer and opportunity. On a number of occasions, our contributions, and diversity and inclusion opportunities. The Board’s two committees, the Chief Legal Officer, having stewardship Company has passed on otherwise prospective goals and targets for the company. Compensation and ESG Committee (“CESGC”) over our organization’s units (including within opportunities due to ESG risks. and Audit and Risk Committee (“ARC”) have our subsidiaries), each being responsible for Accountability for ESG Performance oversight of ESG risks, opportunities and implementing our ESG strategy and managing ESG is a specific corporate goal used to evaluate disclosures, which responsibilities are embedded risks within their units. management’s performance for executive in each committee’s charter. The CESGC develops compensation decisions. On an annual basis, and recommends to the Board our approach Our Board oversight and management the CESGC evaluates management’s performance to ESG issues, reviews the adequacy of our ESG leadership, including with respect in connection with ESG due diligence processes, practices and policies and recommends any to ESG-related issues, is Board of Directors* reporting and compliance, community changes to the Board, approves the adoption depicted in the chart below. contributions, diversity and inclusion of any ESG-related standards or initiatives, and ESG rankings. adopts ESG-related corporate goals used to evaluate management’s performance for Compensation Audit and executive compensation decisions and engages and ESG Committee* Risk Committee* with our stakeholders in respect of ESG issues. The ARC oversees our ESG risk management. Chief Executive Officer** * Board and Committees have oversight over ESG and climate-related risks and opportunities Senior Vice President, Senior Vice President, ** Chief Executive Officer has responsibility for Business Development Diversified Chief Financial Officer Chief Legal Officer*** leadership on ESG and climate-related matters *** Chief Legal Officer has executive responsibility Business over ESG and climate-related matters Development Team Diversified Team Finance Team Legal Team