CORPORATE GOVERNANCE 23 Message from our CEO Board of Directors* * Board and Committees have “Commencing for 2024, as part of the ESG reporting oversight over ESG and climate- Report Highlights related risks and opportunities and compliance criteria, management will be † Chief Executive Officer has Compensation Audit and responsibility for leadership on About Franco-Nevada evaluated based on whether climate targets and ESG Committee* Risk Committee* ESG and climate-related matters ◊ Chief Legal Officer has executive are successfully implemented by the company.” responsibility over ESG and Responsible climate-related matters † Capital Allocation Chief Executive Officer Community Our corporate governance structure is designed Contributions to encourage informed and effective decision- making and appropriate monitoring of compliance Senior Vice President, Senior Vice President, Chief Financial Officer Chief Legal Officer◊ and performance, to serve the best interests Business Development Diversified Good Governance and of our shareholders. ESG matters are overseen Shareholder Alignment and managed at the Board and management Business Diversified Team Finance Team Legal Team Development Team levels within Franco-Nevada. Corporate Governance Integrity and Compliance Board Oversight Management’s Role Board and Management Most recently, in March 2024, management The Board and its Committees provide The Board and its Committees oversee Engagement met with the CESGC to discuss Franco- Shareholder Alignment oversight of our strategic approach to all senior management, who are responsible All of our executives regularly attend Board Nevada’s ESG strategy, including, among other Cyber and Technological aspects of our business, which includes for the day-to-day management of ESG risks and Committee meetings, including to provide things, emission reduction targets and other Security ESG-related risks and opportunities. The and opportunities. Our Chief Executive Officer updates on royalty and stream acquisition climate initiatives for the company. Board’s two committees, the Compensation is responsible for leadership on ESG matters opportunities, which include ESG-related Diversity, Inclusion and ESG Committee (“CESGC”) and Audit and our Chief Legal Officer has executive considerations. To the extent that a materially Accountability and Well-Being and Risk Committee (“ARC”) have oversight responsibility over such matters. ESG-related adverse ESG issue or consideration arises for ESG Performance of ESG risks, opportunities and disclosures, risks and opportunities are overseen by our during the due diligence process in respect ESG is a specific corporate goal used to Climate Action which responsibilities are embedded in each executive team, including our Senior Vice of a royalty and stream opportunity, management evaluate management’s performance for committee’s charter. The CESGC develops President, Business Development, Senior and the Board may decide not to proceed with executive compensation decisions. On Transparency and and recommends to the Board our approach Vice President, Diversified, Chief Financial the opportunity. On a number of occasions, an annual basis, the CESGC evaluates Guiding Principles to ESG issues, reviews the adequacy of our Officer and Chief Legal Officer, having our company has passed on otherwise management’s performance in connection ESG practices and policies and recommends stewardship over our organization’s units prospective opportunities due to ESG risks. with ESG due diligence processes, reporting any changes to the Board, approves the (including within our subsidiaries), each and compliance, community contributions, About this ESG Report adoption of any ESG-related standards or being responsible for implementing our ESG The Board and its Committees also frequently diversity and inclusion and ESG rankings. initiatives, adopts ESG-related corporate strategy and managing risks within their units. meet with senior management to determine Appendices goals used to evaluate management’s our strategy with respect to our risks and Commencing for 2024, as part of the performance for executive compensation Our Board oversight and management exposures. In March and November 2023, ESG reporting and compliance criteria, decisions and engages with our stakeholders leadership, including with respect to ESG- management met with the ARC to discuss management will be evaluated based on in respect of ESG issues. The ARC oversees related issues, is depicted in the chart above. ESG-related risks and strategy and with the whether climate targets are successfully our ESG risk management. CESGC to discuss overall ESG strategy, implemented by the company. including for improved ESG reporting in 2024.