Integrity and Compliance

Franco-Nevada upholds strong governance with robust policies, annual training, and zero complaints to date—ensuring ethics, integrity, and compliance.

Franco-Nevada Corporation 23 We strive to meet rigorous standards of corporate governance, following industry best practices and satisfying legal, regulatory, TSX and NYSE requirements. We monitor regulatory changes and we routinely review evolving governance practices in order to identify those that will best serve the interests of our shareholders. To further ensure compliance and awareness among our employees, we require all employees to attend annual training sessions and confirm that they have read and understood all of the company's key corporate policies, including those summarized on this page. Code of Business Conduct and Ethics Our Board has adopted a written Code of Business Conduct and Ethics (the “Code”) for our directors, officers and employees. The Code reflects our core values of honesty, responsibility and fairness and addresses the following matters: compliance with laws, rules and regulations; conflicts of interest; confidentiality; corporate opportunities; protection and proper use of corporate assets; competition and fair dealing; gifts and entertainment; payments to government personnel; non-discrimination, anti-harassment and equal opportunity; health and safety; accuracy of company records and reporting; use of e-mail and internet services; loans to or guarantees of obligations of our personnel; and reporting of any illegal or unethical behaviour. Business Integrity Policy Our Board has a Business Integrity Policy for our directors, officers and employees, which is intended to supplement the Code. The Business Integrity Policy is intended to ensure that we do not receive an improper advantage in our business dealings and that all payments and expenses are properly recorded in our financial books and records. Among other things, the policy provides guidance on dealing with our agents, contractors and with public officials, acceptance of gifts, making political contributions and dealing with certain types of payments, including charitable donations and sponsorships. On an annual basis, we publicly disclose details of political contributions or lobbying expenditures, if any, made by our company or our personnel on behalf of our company. No such contributions or expenditures have been made or incurred since our IPO. Policy Concerning Confidentiality, Fair Disclosure and Trading in Securities Our Board has adopted a Policy Concerning Confidentiality, Fair Disclosure and Trading in Securities, which serves as our corporate disclosure policy and insider trading policy, designed to ensure that personnel comply with securities legislation and the rules of applicable stock exchanges relating to insider trading, tipping and selective disclosure. Such policy generally outlines principles of confidentiality and guidelines for maintaining confidentiality, disclosure principles and guidelines for disclosure, what constitutes material information, what is non-public information and how forward-looking information should be disclosed. The policy also describes prohibitions on trading, our policies on trading windows and black-out periods, required pre-approval for trades by insiders and sanctions if improper trading were to occur. Whistleblower Policies Our Board has adopted employee complaint procedures for, among other things, accounting and auditing matters (contained in our Employee Complaint Procedures for Integrity and Compliance Related Policies & Statements: § Code of Business Conduct and Ethics § Business Integrity Policy § Policy Concerning Confidentiality, Fair Disclosure and Trading in Securities § Complaint Procedures for Accounting and Auditing Matters § Whistleblower Policy Accounting and Auditing Matters) and violations of applicable laws or corporate policies (contained in our Whistleblower Policy) for our company’s directors, officers and employees to enable such personnel to submit good faith complaints relating to any such matters. The procedures outline how an employee with a good faith concern can report those concerns directly to the Chief Legal Officer, in the case of the Whistleblower Policy, or directly to the Chair of the ARC, in the case of the Employee Complaint Procedures for Accounting and Auditing Matters. In situations where such personnel prefer to place an anonymous report in confidence, they are encouraged to use the Franco-Nevada Compliance Hotline, hosted by a third-party hotline provider, Navex Global EthicsPoint. To date, there have been no employee complaints under either policy. Franco-Nevada's Barbados team Franco-Nevada's United States team Message from our CEO Report Highlights About Franco-Nevada Responsible Capital Allocation Community Contributions Diversity, Inclusion and Well-Being Climate Action Transparency and Guiding Principles About this Sustainability Report Appendices Corporate Governance Good Governance and Shareholder Alignment Shareholder Alignment Cyber and Technological Security Integrity and Compliance