9 9 2 (f) assessing the performance of Franco-Nevada’s executive officers, monitoring succession plans and periodically monitoring the compensation levels of executive o fficers based on the determinations and recommendations made by the Compensation and ESG Committee; (g) ensuring internal control and management information systems are in place for Franco-Nevada, with the Audit Committee assessing the effectiveness of the internal control and management information systems through meetings held with th e external auditors, as appropriate, and senior management and a review of reports prepared by senior management; (h) establishing the Audit and Risk Committee as a standing audit committee of the Board; (i) developing Franco-Nevada’s approach to corporate governance by establishing the Compensation and ESG Committee as a standing committee of the Board, including developing a set of corporate governance principles and guidelines that are specifically applicable to Franco-Nevada; (j) ensuring that Franco-Nevada has in place a communication policy which enables Franco-Nevada to effectivel y communicate with shareholders, other stakeholders and the public generally, and is reviewed at such intervals as the Board deems appropriate; and (k) establishing measures for receiving feedback from stakeholders. 4 4 . E X P E C T A T I O N S O F D I R E C T O R S The Board of Directors has developed a number of specific expectations of directors to promote the discharge by the di rectors of their resp onsibilities and to promote the proper conduct of the Board. (a) C o m m i t m e n t a n d A t t e n d a n c e . All directors are expected to maintain a high attendance record at meetings of the Board and the committees of which they are members. Attendance by telephone or video conference may be used to facilitate a director’s attendance. (b) P r e p a r a t i o n f o r M e e t i n g s . All directors are expected to review the materials circulated in advance of meetings of the Board and its committees and should arrive prepared to discuss the issues presented. Directors are encouraged to contact the Chair of the Board, the Chief Executive Officer and any other appropriate executive officer(s) of Franco- Nevada to ask questions and discuss agenda items prior to meetings. (c) P a r t i c i p a t i o n i n M e e t i n g s . Each director is expected to be sufficiently knowledgeable of the business of Fr anco-Nevada, including its financial statements, and the risks it faces, to ensure active and effective participation in the deliberations of the Board of Directors and of each committee on which he or she serves. (d) L o y a l t y a n d E t h i c s . In their roles as directors, all directors owe a duty of loyalty to Franco-Nevada. This duty of loyalty mandates that the best

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