FNV: TSX | NYSE 64 Engagement with Shareholders Say-on-Pay Each year our shareholders are given the opportunity to vote on an advisory basis “for” or “against” our approach to executive compensation. Since the vote is advisory, it is not binding on the Board or the CESGC. However, the Board and, in particular, the CESGC, will consider the outcome of the vote as part of its ongoing review of executive compensation. At our 2021 Annual Meeting, 95.52% of votes were in favour of our approach to executive compensation. Communication and Collaboration On November 11, 2010, our Board adopted a policy entitled Board of Directors’ Engagement with Shareholders on Governance Matters. The policy provides that it is important to have regular and constructive engagement directly with our shareholders to allow and encourage shareholders to express their views on governance matters directly to our Board outside of our annual meetings. These discussions are intended to be an interchange of views about governance and disclosure matters that are within the public domain and will not include a discussion of undisclosed material facts or material changes. This policy further provides that our Board will continue with developing practices to increase engagement with our shareholders as is appropriate for our shareholder base and size. This policy also provides that our Board recognizes that shareholder engagement is an evolving practice in Canada and globally and will review its shareholder engagement policy annually to ensure that it is effective in achieving its objectives. We regularly engaged virtually and in person with our shareholders during 2021. Here are some examples of the ways that we engaged and the key topics of interest from shareholders and the investment community. Our shareholders and other interested parties may communicate with any member of the Board of Directors, including the Chair of the Board, and our independent directors as a group, by contacting the Chief Legal Officer & Corporate Secretary at 199 Bay Street, Suite 2000, P. O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9. How we engage with our shareholders • Investor and industry conferences • Shareholder meetings • Quarterly earnings conference calls • Analyst days • Investor relations correspondence • Emails, calls and meetings Key topics of interest in 2021 • Diversity and inclusion (see pages 52-56) • Climate change and related risks and opportunities (see pages 30-40; Appendix C) • Impact of COVID-19 on royalty and stream assets (see page 49) • Hybrid and remote working arrangements (see page 50) • Transparency and standardization of ESG reporting (see Appendices A through D) • Capital allocation strategy (including commodity and jurisdiction) (see page 7) • Security and cybersecurity (see pages 51 and 60) Governance & Integrity (continued) Governance
2022 ESG Report | Franco-Nevada Page 63 Page 65