2 2 8 Chair of the Board Mr. Harquail was appointed Chair of the Boar d on May 6, 2020. Mr. Harquail has had a distinguished career having led the IPO of Franco-Nevada in 2007 and serving as President & CEO (2007-2019) and CEO (2019 -2020) of Franco-Nevada. He has held senior executive roles at other companies and has also been an industry leader serving in numerous industry organizations. Most recently, he was Chair of the World Gold Council from 2017-2020 during which period the World Gold Council implemented the Responsible Gold Mining Principles, a leading ESG initiative. Mr. Harquail is a dedicated philanthropist supporting education (the School of Earth Sciences and the Mineral Exploration Centre at Laurentian University), health research (the Centre for Neuromodulation at Sunnybrook Health Sciences) and the local community. The Chair of the Board’s role is to provide leadership to the directors in discharging their mandate, including by: (i) leading, managing and organizing the Board, consistent with the approach to corporate governance adopted by the Board; (ii) promoting cohesiveness among the directors; and (iii) being satisfied that the responsibilities of the Board and its committees are well understood by the directors. The responsibilities of the Chair of the Board include: providing advice, counsel and mentorship to the CEO; providing information to the directors on a timely basis; chairing the Board, scheduling meetings, setting the agendas, co-ordinatin g with the chairs of the committees of the Board to schedule committee meetings, ensuring that all business required to come before the Board is brought properly, monitoring the adequacy of Board materials, ensurin g sufficient time for review of materials, and encouraging free and open discussion at meetings of the Board; and presiding over shareholder meetings. Independent Lead Director Mr. Harquail is currently a non-independent Chair because he was formerly CEO. As a matter of best practices, the Board created the position of Lead Independent Director and appointed Mr. Evans in this role to serve while Mr. Harquail is not independent. The Board has developed a mandate for the Lead Independent Director which provides that the Lead Independent Director shall, among other things: support the Chair and the CEO in the discharge of their respective responsibilities; regularly engage with the CEO, Chair and independent directors; chair Board meetings where the Chair is not available; chair in-camera sessions of the independent directors and provide feedback as appropriate; have the right to call meetings of the independent directors and the Board as deemed appropriate by the Lead Independent Director;
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