FNV: TSX | NYSE 61 Governance & Integrity 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. Our ESG Governance Board Oversight The Board and its Committees provide oversight of our strategic approach to climate change and our ESG risks, which includes climate-related risks and opportunities affecting our business. A number of our Board members have skills and competencies in climate-related matters, including David Harquail, Tom Albanese, Derek Evans, Catharine Farrow, Maureen Jensen, and Elliott Pew. The following Committees of the Board have oversight of ESG and climate-related risks, opportunities and disclosures, which are embedded in the Committees’ Charters: • Compensation and ESG Committee (“CESGC”): Our CESGC develops and recommends to the Board our approach to ESG issues, including climate-related issues, reviews the adequacy of our ESG practices and policies and recommends any changes to the Board, approves the adoption of any ESG-related standards or initiatives, adopts ESG-related corporate goals used to evaluate management’s performance for executive compensation decisions and engages with our stakeholders in respect of ESG issues. • Audit and Risk Committee (“ARC”): Our ARC oversees our risk management, including climate change risks. The Board and its Committees frequently meet with senior management to determine our strategy with respect to our risks and exposures. Most recently, in February 2021, management met with the CESGC to discuss diversity and inclusion goals and targets for the company and, in November 2021, management met with the ARC to discuss ESG-related risks and strategy. Management’s Role The Board and its Committees oversee senior management, who are responsible for the management of ESG and climate-related risks and for the execution of ESG and climate-related opportunities. Our Chief Executive Officer is responsible for leadership on ESG and climate-related matters and our Chief Legal Officer has executive responsibility over such matters. Climate-related risks and opportunities are overseen by the following members of our senior executive team having stewardship over our organization’s units (including within our subsidiaries), each being responsible for implementing our ESG strategy and managing risks within their units: • Business Development (Senior Vice-President, Business Development) • Diversified (Senior Vice-President, Diversified) • Finance (Chief Financial Officer) • Legal (Chief Legal Officer) “The Board and its Committees provide oversight of our strategic approach to climate change and our ESG risks, which includes climate-related risks and opportunities affecting our business.” Governance
2022 ESG Report | Franco-Nevada Page 60 Page 62