Governance
Franco-Nevada Corporation has established a set of corporate governance policies, charters, mandates, position descriptions and codes to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board, management and the Company’s employees should manage their affairs and perform their responsibilities.
The Company has two Committees that assist the Board with its overall responsibilities. These are the Audit and Risk Committee, and the Compensation & Corporate Governance Committee. Each Committee has a charter outlining what the Board expects of it.
There is also a Mandate for the Board of Directors, and position descriptions for the Chair of the Audit and Risk Committee, the Chairman of the Board, and the Chairman of the Compensation and Corporate Governance committee.
The Audit & Risk Committee charter is attached as an appendix to the Company’s Annual Information Form each year.
The Code of Business Conduct and Ethics is available on SEDAR. Each director, officer, employee and consultant of the Company specifically acknowledges in writing annually they will comply with the Code.
The Company has an Employee Complaint Procedure for Accounting and Auditing Matters, a Policy regarding External Auditor Services, a Discrimination and Harassment Policy, a Code of Business Conduct and Ethics, an Environmental and CSR Policy, an Equity Ownership Policy for each of the Directors and Executives, a Health and Safety Policy, a Policy concerning Confidentiality, Fair Disclosure and Trading, a Retirement Policy for Directors, a Retirement Policy for Executives, an HR Policy for Employees, a Policy on Legal Privacy, and a Communications Policy.
The Company considers the need for additional policies, mandates, and codes on a regular basis to insure that the best practices are maintained and evidenced in the conduct of its business and affairs.
ENVIRONMENTAL AND CORPORATE SOCIAL RESPONSIBILITY
(E & CSR)
Purpose
This Policy provides the framework for Franco-Nevada Corporation’s approach to addressing its environmental and social responsibilities as a good corporate citizen. Franco-Nevada Corporation’s business is investing in the businesses of others, principally through holding royalties. Franco-Nevada Corporation does not operate any of the mineral or oil & gas properties from which it currently receives royalties and does not typically have the power to influence the operations of any such properties. While environmental, health and safety and other risks arising out of these mining and oil & gas operations are not typically direct risks of Franco-Nevada Corporation, Franco-Nevada Corporation’s business model is dependent on its operators operating in a responsible fashion. It is acknowledged that Franco-Nevada Corporation is an entity with a very small workforce, with limited operations and that opportunities to make a substantial positive impact on the environment and on social issues are generally not available to an entity such as Franco-Nevada Corporation.
Scope
This Policy applies to Franco-Nevada Corporation, its subsidiaries and affiliates (collectively or, if the context indicates, individually, referred to as “FNC”) and all employees of FNC.
Policy Statements
- FNC will comply with the applicable legal and regulatory environmental, health and safety, and human rights requirements of the jurisdictions in which it operates. Further, in the context of being a good corporate citizen, FNC is committed to having all of its employees comply with its Code of Business Conduct and Ethics.
- FNC will exercise due diligence in choosing its investments and their operators. Its choices will be based on overall criteria set out in the strategic review mandate reviewed regularly by the Board of Directors of FNC but in this regard will include factors such as the “quality” of operators. The “quality” of operators will in part be measured positively for those who comply with the applicable legal and regulatory environmental, health and safety, and human rights requirements of the jurisdictions in which they operate and have an environmental, health and safety, and human rights track record that FNC considers satisfactory.
- FNC is committed to actively supporting the mineral and oil & gas industries in their efforts to operate in an environmentally and socially responsible fashion. FNC supports industry associations and councils that are committed to principles of seeking continual improvement in sustainable development performance. FNC is an active member of the World Gold Council ("WGC") and its members are committed to the principles of the International Council on Mining & Metals ("ICMM"). These principles seek continual improvements in sustainable development performance. FNC, where possible and relevant, is committed to following the same principles in the conduct of its own business. FNC is an active member of the Northwest Mining Association ("NWMA"), an important mineral trade association in North America promoting economic opportunity and environmentally responsible mining.
- FNC, should it engage in exploration efforts either as part of advancing a property or to conduct due diligence in advance of undertaking an investment, will be guided by the Principles and Guidance for a Framework of Responsible Exploration as set forth by the e3Plus program of the Prospectors and Developers Association of Canada ("PDAC").
- Where opportunities to do so are available, employees of FNC will endeavour to make a positive impact on the environment and on social issues, including, where feasible, in the procurement of goods and services in support of FNC’s operations.
- FNC will maintain open lines of communication with the stakeholders in the communities in which it operates, and will take into account their concerns and suggestions.
Effect of Policy
This Policy supersedes any written or oral representations that are in any way inconsistent with it.
HEALTH AND SAFETY
Purpose
This Policy provides the framework for Franco-Nevada Corporation’s approach to addressing the health and safety risks inherent in its business, with the intention of complying with the applicable legal and regulatory requirements of the jurisdictions in which it operates and supporting loss prevention practices. Franco-Nevada Corporation’s business is investing in the businesses of others, principally through holding royalties. Therefore health and safety are not typically direct risks of Franco-Nevada Corporation’s operations.
Scope
This Policy applies to Franco-Nevada Corporation, its subsidiaries and affiliates (collectively or, if the context indicates, individually, referred to as “FNC”) and all employees of FNC.
Policy Statements
- FNC will comply with the applicable legal and regulatory health and safety requirements of the jurisdictions in which it operates.
- FNC’s offices will be in facilities that demonstrate a standard of health and safety management on behalf of its occupants that FNC considers satisfactory.
- All FNC employees have responsibility for maintaining a safe and healthy workplace by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions to a member of the Committee of Executive Officers. Training will be provided for procedures to pursue an injury-free workplace and to take appropriate actions during emergency situations in the facilities.
- Violence and harassment in the workplace are not permitted. Workplace violence includes not only the exercise of physical force on another in a manner that causes or could cause physical injury, but also includes attempted physical violence and threats, in the form of either statements or behaviour, of physical violence. Workplace harassment means engaging in any course of conduct against a worker in the workplace that is known, or ought reasonably to be known to be unwelcome. Employees of FNC who are victims of, or become aware of, violence or harassment in the workplace are encouraged to report it to a member of the Committee of Executive Officers immediately. All employees of FNC are required to comply with FNC’s Discrimination and Harassment Policy.
- FNC is committed to ensuring a safe work environment for its employee by reducing the risk of incidents in the workplace in which drugs or alcohol are a contributing factor, and deterring the use of alcohol, drugs and other substances where such use could negatively affect work performance and safety. FNC expects that all employees will be free of alcohol and drugs which could impair their judgment or affect their ability to perform their job safely while in the workplace. The use, possession, distribution or offering for sale of illicit drugs, drug paraphernalia or unprescribed drugs for which a prescription is legally required will not be tolerated in the workplace.
Effect of Policy
This Policy supersedes any written or oral representations that are in any way inconsistent with it.