9 9 3 interests of Franco-Nevada take pr ecedence over any other interest possessed by a director. Directors are expected to conduct themselves in accordance with Franco-Nevada’s Co de of Business Conduct and Ethics. (e) O t h e r D i r e c t o r s h i p s a n d S i g n i f i c a n t A c t i v i t i e s . Franco-Nevada values the experience directors bring from othe r boards on which they serve and other activities in which they participate, but recognizes that those boards and activities also may present demands on a director’s time and availability and may present conflicts or legal issues, including independence issues. No director should serve on the board of a competitor or of a regulatory body wi th oversight of Franco-Nevada. Each director should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the director’s time and availability for his or her commitment to Franco-Nevada. Directors should advi se the chair of the Compensation and ESG Committee and the Chief Executive Officer before accepting membership on other public company boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing ot her significant relationships with businesses, institutions, government al units or regulatory entities, particularly those that may result in significant time commitments or a change in the director’s re lationship to Franco-Nevada. (f) C o n t a c t w i t h M a n a g e m e n t a n d E m p l o y e e s . All directors should be free to contact the Chief Executive Officer at any time to discuss any aspect of Franco-Nevada’s business. Directors should use their judgement to ensure that any such contact is not disruptive to the operations of Franco- Nevada. The Board of Directors expects that there will be frequent opportunities for directors to meet with the Chief Executive Officer in meetings of the Board of Directors and committees, or in other formal or informal settings. (g) S p e a k i n g o n B e h a l f o f F r a n c o - N e v a d a . It is important that Franco-Nevada speak to employees and outside consti tuencies with a single voice, and that management serve as the primary spokesperson. As a result, directors should ensure that they ad here to Franco-Nevada’s disclosure policy. (h) C o n f i d e n t i a l i t y . The proceedings and deliberations of the Board of Directors and its committees are confid ential. Each director will maintain the confidentiality of information received in connection with his or her service as a director.