INTEGRITY AND COMPLIANCE 24 Message from our CEO Related Policies Report Highlights and Statements: • Code of Business Conduct and Ethics About Franco-Nevada • Business Integrity Policy • Policy Concerning Confidentiality, Fair Disclosure and Trading in Securities Responsible • Complaint Procedures for Accounting Capital Allocation and Auditing Matters • Whistleblower Policy Community Contributions We strive to meet rigorous standards of corporate governance, following industry Good Governance and best practices and satisfying legal, regulatory, Shareholder Alignment TSX and NYSE requirements. We monitor Franco-Nevada's Barbados team (2023) Franco-Nevada's United States team (2023) regulatory changes and we routinely review Corporate Governance evolving governance practices in order Business Integrity Policy Policy Concerning Whistleblower Policies Integrity and Compliance to identify those that will best serve the Our Board has a Business Integrity Policy for Confidentiality, Fair Disclosure Our Board has adopted employee complaint interests of our shareholders. our directors, officers and employees, which is and Trading in Securities procedures for, among other things, accounting Shareholder Alignment intended to supplement the Code. The Business Our Board has adopted a Policy Concerning and auditing matters (contained in our Employee Cyber and Technological Code of Business Integrity Policy is intended to ensure that we Confidentiality, Fair Disclosure and Trading Complaint Procedures for Accounting and Security Conduct and Ethics do not receive an improper advantage in our in Securities, which serves as our corporate Auditing Matters) and violations of applicable Our Board has adopted a written Code of business dealings and that all payments and disclosure policy and insider trading policy, laws or corporate policies (contained in Diversity, Inclusion Business Conduct and Ethics (the “Code”) expenses are properly recorded in our financial designed to ensure that personnel comply our Whistleblower Policy) for our company’s and Well-Being for our directors, officers and employees. books and records. Among other things, with securities legislation and the rules of directors, officers and employees to enable The Code reflects our core values of honesty, the policy provides guidance on dealing with applicable stock exchanges relating to insider such personnel to submit good faith complaints Climate Action responsibility and fairness and addresses our agents, contractors and with public trading, tipping and selective disclosure. relating to any such matters. The procedures the following matters: compliance with laws, officials, acceptance of gifts, making political Such policy generally outlines principles of outline how an employee with a good faith Transparency and rules and regulations; conflicts of interest; contributions and dealing with certain types confidentiality and guidelines for maintaining concern can report those concerns directly Guiding Principles confidentiality; corporate opportunities; of payments, including charitable donations confidentiality, disclosure principles and to the Chief Legal Officer, in the case of the protection and proper use of corporate and sponsorships. On an annual basis, we guidelines for disclosure, what constitutes Whistleblower Policy, or directly to the Chair assets; competition and fair dealing; gifts publicly disclose details of political contributions material information, what is non-public of the ARC, in the case of the Employee About this ESG Report and entertainment; payments to government or lobbying expenditures, if any, made by our information and how forward-looking Complaint Procedures for Accounting and personnel; non-discrimination, anti-harassment company or our personnel on behalf of our information should be disclosed. The policy Auditing Matters. In situations where such Appendices and equal opportunity; health and safety; company. No such contributions or expenditures also describes prohibitions on trading, our personnel prefer to place an anonymous report accuracy of company records and reporting; have been made or incurred since our IPO. policies on trading windows and black-out in confidence, they are encouraged to use the use of e-mail and internet services; loans to or periods, required pre-approval for trades by Franco-Nevada Compliance Hotline, hosted guarantees of obligations of our personnel; and insiders and sanctions if improper trading by a third-party hotline provider, Navex Global reporting of any illegal or unethical behaviour. were to occur. EthicsPoint. To date, there have been no employee complaints under either policy.
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