4 4 1 The CESGC also monitors progress in succession for executive positions reporting to the President & CEO. One of the five corporate goals for each executive is to ensure a succession plan and technical depth are in place. Specific succession objectives are included in the annual key responsibilities an d specific objectives that are agreed upon by each executive and the President & CEO an d which are provided to the CESGC. Each year, the President & CEO reviews the achiev ement of succession objectives with each executive which then forms part of the annual performance review with the CESGC. These reviews and recommendations are considered by the CESGC in connection with its recommendations to the Board for annual incentive compensation. Finally at year-end, the President & CEO provides the CESGC with a written memorandum assessing corporate accomplishments including an organizational chart and steps being undertaken to strengthen the Corporation. The Corporation is confident that appropriate succession strategies are being implemented to ensure the Corporation’s business will continue to be strongly managed in the future. The CESGC and Board are also actively engaged in the process of Board renewal. Over the past few years, several new directors comprising 40% of the current Board have joined the Board and further orderly renewal is expected over the near and medium term. As well, renewal of the Board Committees occurred during 2021 (as described above) with new Chairs of the ARC and CESGC being appointed as well as new members being appointed. Additional Board succession is regularly discussed at meetings as part of an orderly Board renewal process. Ethical Business Conduct Code of Business Conduct and Ethics The Board has adopted a written Code of Business Conduct and Ethics (the “C C o d e ”) for the Corporation’s directors, officers and employees. The Code is available on SEDAR at www.sedar.com and on the Corporation’ s website at www.franco-nevada.com. The Code reflects the Corporation’s core values of honesty, responsibility and fairness and addresses the following matters: compliance with laws, rules and regulations; conflicts of interest; confidentiality; corpor ate opportunities; protection and proper use of corporate assets; competition and fair dealing; gifts and entertainment; payments to government personnel; discrimination, harassment and equal opportunity; health and safety; accuracy of company records and reporting; use of e-mail and internet services; loans to or guarantees of obligations of the Corporation’s personnel; and reporting of any illegal or unethical behaviour. With respect to the issue of conflicts of inte rest in particular, various officers, directors or other insiders of the Corporation may hold senior positions with other entities, including entities involved in the resource industry or may otherwise be involved in transactions within the resource industry and may develop other interests outside the Corporation. In the event that any such conflict of interest arises (or could potentially arise) for a director, such director will be requir ed to disclose the conflict to a meeting of the directors of the Corporation and abstain from voting for or against the approval of such participation or such terms. In the event that any such conflict of interest arises (or could potentially arise) for an officer or other insider of the Corporation, such person will be required to disclose the conflict to the Chief Legal Officer and abstain from participating in any discussions related to such matter and the Board will be apprised of