3 3 3 reviewing all related-party transactions and situations involving a potential conflict of interest that are not required to be dealt with by an independen t special committee pursuant to applicable securities laws; and ensuring compliance of the compensa tion policies and practices of the Corporation with its enterprise risk management goals. The Corporation’s Compensation and ESG Commi ttee Charter provides that, in addition to the independence requirements, no more than one-third of the members of the CESGC can be current CEOs of publicly-traded companies and that the CESGC will have an in- camera session at every meeting, consistent with the Canadian Coalition for Good Governance’s recommendations relating to best practices for compensation committees. A copy of the CESGC’s Charter is available on the Corporation’s website at www.franco-nevada.com. In March 2020, the Charter of the CESGC was amended to specifically set out the Committee’s mandate with respect to ESG issues. The amendments formalized the approach the CESGC had taken with respect to ESG in prior years and consist of the following responsibilities: oversight over adoption of ESG standard s and initiatives by the Corporation; delegation of risk-related ESG issues to the ARC; setting of ESG-related goals for compensation purposes; and shareholder engagement on ESG matters. In March 2021 and March 2022, the Charter of the CESGC was further amended to provide specific responsibility to the CE SGC for the review of all related-party transactions. The CESGC now has responsibility for reviewin g all proposed related-party transactions (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ) that are not required to be dealt with by an “independent special committee” pursuant to applicable securities laws, make recommendations to the Board for the approval of such transactions and approve any procedures or measures to be adopted in connection therewith. Any member of the Committee with an interest in the proposed transaction and the non-independen t directors must abstain from voting on the proposed transaction. Position Descriptions The Board has developed and approved written position descriptions for the Chair of the Board, the Lead Independent Director, the Chair of the ARC, the Chair of the CESGC and for the CEO. Orientation and Continuing Education The Corporation provides an orientation progra m for new directors in order that they can become familiar with the role of the Board, its committees and its directors and with the nature and operation of the Corporation’s business. All Board members are provided with a copy of the written mandate and charters for the Board and each of its committees and