9 9 4 5 5 . M E A S U R E S F O R R E C E I V I N G S H A R E H O L D E R F E E D B A C K All publicly disseminated materials of Franco-Nevada shall provide for a mechanism for feedback from shareholders . Persons designated to receive such information shall be required to provide a summary of the feedback to the Board of Directors on a semi-annual basis or at such other interval as they see fit. Specific procedures for permitting shareholder feed back and communication with the Board will be prescribed by Franco-Nevada’s disclo sure policy approved by the Board. 6 . M E E T I N G S The Board of Directors will meet not less than four times per year: three meetings to review quarterly results and one prior to the issuance of the annual financial results of Franco-Nevada. 7 . I N D E P E N D E N T A D V I C E In discharging its mandate, the Board of Directors shall have the authority to retain and receive advice from, special legal, accounting or other advisors and outside consultants if appropriate. 8 . E X P E C T A T I O N S O F M A N A G E M E N T O F F R A N C O - N E V A D A Management shall be required to report to the Board of Directors at the request of the Board on the performance of Franco-Nevada, management’s concerns and any other matter the Board or its Chair may deem appropriate. In addition, the Board expects management to promptly report to the Chair of the Board any significant developments, changes, transactions or proposals respecting Franco-Nevada. 9 . A N N U A L E V A L U A T I O N At least annually, the Board of Directors through the Compensation and ESG Committee shall, in a manner it determines to be appropriate: (a) conduct a review and evaluation of the performance of the Board and its members, its committees and their members, including the compliance of the Board with this mandate and of the committees with their respective charters; and (b) review and assess the adequacy of this mandate on an annual basis.
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