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Franco Nevada Corp. – ‘40-F’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 3/15/24, at 5:24pm ET   ·   For:  12/31/23   ·   Accession #:  1558370-24-3443   ·   File #:  1-35286

Previous ‘40-F’:  ‘40-F’ on 3/17/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  Franco Nevada Corp.               40-F       12/31/23  121:24M                                    Toppan Merrill Bridge/FA

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML    464K 
 2: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     34K 
                Awarded Compensation                                             
 3: EX-99.1     Miscellaneous Exhibit                               HTML   3.81M 
 4: EX-99.2     Miscellaneous Exhibit                               HTML   2.20M 
 5: EX-99.3     Miscellaneous Exhibit                               HTML   2.77M 
 6: EX-99.4     Miscellaneous Exhibit                               HTML     35K 
 7: EX-99.5     Miscellaneous Exhibit                               HTML     35K 
 8: EX-99.6     Miscellaneous Exhibit                               HTML     32K 
 9: EX-99.7     Miscellaneous Exhibit                               HTML     32K 
10: EX-99.8     Miscellaneous Exhibit                               HTML     34K 
11: EX-99.9     Miscellaneous Exhibit                               HTML     32K 
17: R1          Document and Entity Information                     HTML    101K 
18: R2          Consolidated Statements of Financial Position       HTML     87K 
19: R3          Consolidated Statements of (Loss) Income and        HTML    110K 
                Comprehensive (Loss) Income                                      
20: R4          Consolidated Statements of Cash Flows               HTML    118K 
21: R5          Consolidated Statements of Changes in Shareholders  HTML     61K 
                Equity                                                           
22: R6          Corporate Information                               HTML     32K 
23: R7          Material Accounting Policy Information              HTML    104K 
24: R8          Significant Judgments, Estimates and Assumptions    HTML     45K 
25: R9          Acquisitions and Other Transactions                 HTML     70K 
26: R10         Cash and Cash Equivalents                           HTML     49K 
27: R11         Investments                                         HTML     82K 
28: R12         Loans Receivable                                    HTML     75K 
29: R13         Gold Bullion, Prepaid Expenses and Other Current    HTML     54K 
                Assets                                                           
30: R14         Royalty, Stream and Working Interests               HTML    208K 
31: R15         Other Assets                                        HTML     56K 
32: R16         Accounts Payable and Accrued Liabilities            HTML     49K 
33: R17         Debt                                                HTML     37K 
34: R18         Revenue                                             HTML     98K 
35: R19         Costs of Sales                                      HTML     50K 
36: R20         Share-Based Compensation Expenses                   HTML     47K 
37: R21         Related Party Disclosures                           HTML     47K 
38: R22         Finance Income and Expenses                         HTML     59K 
39: R23         Income Taxes                                        HTML    273K 
40: R24         Shareholders' Equity                                HTML    247K 
41: R25         Earnings per Share ("Eps")                          HTML     71K 
42: R26         Segment Reporting                                   HTML    188K 
43: R27         Fair Value Measurements                             HTML    112K 
44: R28         Financial Risk Management                           HTML     66K 
45: R29         Commitments                                         HTML    154K 
46: R30         Contingencies                                       HTML     61K 
47: R31         Subsequent Events                                   HTML     37K 
48: R32         Material Accounting Policy Information (Policies)   HTML    136K 
49: R33         Material Accounting Policy Information (Tables)     HTML     39K 
50: R34         Cash and Cash Equivalents (Tables)                  HTML     48K 
51: R35         Investments (Tables)                                HTML     85K 
52: R36         Loans Receivable (Tables)                           HTML     74K 
53: R37         Gold Bullion, Prepaid Expenses and Other Current    HTML     54K 
                Assets (Tables)                                                  
54: R38         Royalty, Stream and Working Interests (Tables)      HTML    204K 
55: R39         Other Assets (Tables)                               HTML     56K 
56: R40         Accounts Payable and Accrued Liabilities (Tables)   HTML     49K 
57: R41         Revenue (Tables)                                    HTML     98K 
58: R42         Costs of Sales (Tables)                             HTML     50K 
59: R43         Share-Based Compensation Expenses (Tables)          HTML     46K 
60: R44         Related Party Disclosures (Tables)                  HTML     46K 
61: R45         Finance Income and Expenses (Tables)                HTML     58K 
62: R46         Income Taxes (Tables)                               HTML    277K 
63: R47         Shareholders' Equity (Tables)                       HTML    249K 
64: R48         Earnings per Share ("Eps") (Tables)                 HTML     71K 
65: R49         Segment Reporting (Tables)                          HTML    187K 
66: R50         Fair Value Measurements (Tables)                    HTML    103K 
67: R51         Financial Risk Management (Tables)                  HTML     55K 
68: R52         Commitments (Tables)                                HTML    152K 
69: R53         Contingencies (Tables)                              HTML     43K 
70: R54         Material Accounting Policy Information -            HTML     49K 
                Subsidiaries (Details)                                           
71: R55         Material Accounting Policy Information - Working    HTML     32K 
                interest in oil & gas properties (Details)                       
72: R56         Material Accounting Policy Information - Deferred   HTML     51K 
                share units and Restricted share units (Details)                 
73: R57         Significant Judgments, Estimates and Assumptions    HTML     54K 
                (Details)                                                        
74: R58         Acquisitions and Other Transactions -               HTML     97K 
                Tocantinzinho Project (Details)                                  
75: R59         Acquisitions and Other Transactions - Other         HTML    401K 
                acquisitions (Details)                                           
76: R60         Cash and Cash Equivalents (Details)                 HTML     37K 
77: R61         Investments (Details)                               HTML     62K 
78: R62         Loans Receivable - Changes in loans receivable      HTML     52K 
                (Details)                                                        
79: R63         Loans Receivable - Additional information           HTML     45K 
                (Details)                                                        
80: R64         Gold Bullion, Prepaid Expenses and Other Current    HTML     40K 
                Assets (Details)                                                 
81: R65         Royalty, Stream and Working Interests - Royalties,  HTML    119K 
                Streams and Working Interests (Details)                          
82: R66         Royalty, Stream and Working Interests -             HTML     64K 
                Rollforward (Details)                                            
83: R67         Royalty, Stream and Working Interests -             HTML     40K 
                Impairments of Royalties, Streams and Working                    
                Interests (Details)                                              
84: R68         Royalty, Stream and Working Interests - Disposal    HTML     56K 
                of Royalty Interest (Details)                                    
85: R69         Other Assets (Details)                              HTML     45K 
86: R70         Accounts Payable and Accrued Liabilities (Details)  HTML     36K 
87: R71         Debt (Details)                                      HTML     62K 
88: R72         Revenue (Details)                                   HTML     78K 
89: R73         Costs of Sales (Details)                            HTML     39K 
90: R74         Share-Based Compensation Expenses (Details)         HTML     37K 
91: R75         Related Party Disclosures (Details)                 HTML     36K 
92: R76         Finance Income and Expenses (Details)               HTML     42K 
93: R77         Income Taxes - Income tax expense (Details)         HTML     54K 
94: R78         Income Taxes - Reconciliation (Details)             HTML     56K 
95: R79         Income Taxes - Recognized in OCI (Details)          HTML     54K 
96: R80         Income Taxes - DTA and DTL (Details)                HTML     61K 
97: R81         Income Taxes - Movement in net deferred tax         HTML     38K 
                liabilities (Details)                                            
98: R82         Income Taxes - Noncapital Losses (Details)          HTML     36K 
99: R83         Income Taxes - Unrecognized (Details)               HTML     41K 
100: R84         Income Taxes - Barbados proposed tax reform         HTML     41K  
                (Details)                                                        
101: R85         Shareholders' Equity - Common Shares (Details)      HTML     58K  
102: R86         Shareholders' Equity - Dividends (Details)          HTML     37K  
103: R87         Shareholders Equity - Stock-based payments -        HTML    108K  
                Assumptions Options (Details)                                    
104: R88         Shareholders Equity - Stock-based payments -        HTML    110K  
                Exercise price (Details)                                         
105: R89         Shareholders Equity - Restricted stock unit         HTML     58K  
                (Details)                                                        
106: R90         Shareholders Equity - Share Purchase Warrants and   HTML     43K  
                Deferred share unit plan (Details)                               
107: R91         Shareholders Equity - Outstanding (Details)         HTML     58K  
108: R92         Earnings per Share ("Eps") (Details)                HTML     55K  
109: R93         Segment Reporting - Financials (Details)            HTML     84K  
110: R94         Segment Reporting - Interests (Details)             HTML     41K  
111: R95         Segment Reporting - Geographical (Details)          HTML     58K  
112: R96         Fair Value Measurements (Details)                   HTML     75K  
113: R97         Financial Risk Management (Details)                 HTML     68K  
114: R98         Commitments (Details)                               HTML    254K  
115: R99         Contingencies (Details)                             HTML    190K  
116: R100        Subsequent Events (Details)                         HTML     72K  
118: XML         IDEA XML File -- Filing Summary                      XML    217K  
121: XML         XBRL Instance -- fnv-20231231x40f_htm                XML   5.20M  
117: EXCEL       IDEA Workbook of Financial Report Info              XLSX    290K  
13: EX-101.CAL  XBRL Calculations -- fnv-20231231_cal                XML    237K 
14: EX-101.DEF  XBRL Definitions -- fnv-20231231_def                 XML   1.06M 
15: EX-101.LAB  XBRL Labels -- fnv-20231231_lab                      XML   2.24M 
16: EX-101.PRE  XBRL Presentations -- fnv-20231231_pre               XML   1.54M 
12: EX-101.SCH  XBRL Schema -- fnv-20231231                          XSD    418K 
119: JSON        XBRL Instance as JSON Data -- MetaLinks              497±   782K  
120: ZIP         XBRL Zipped Folder -- 0001558370-24-003443-xbrl      Zip   1.10M  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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EXHIBIT 97.1

FRANCO-NEVADA CORPORATION

CLAWBACK POLICY

This Clawback Policy (this “Policy”) applies to senior executive officers and any other individuals (collectively, “Executive Officers”) that would be considered an “executive officer” of Franco-Nevada Corporation (the “Corporation”) within the meaning of Rule 10D-1(d) under the U.S. Securities Exchange Act of 1934 and the applicable stock exchange rules implementing such Rule (collectively, “U.S. Clawback Rules”).

In the event the Corporation is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required accounting restatement to correct a material error in the Corporation’s previously-issued financial statements, or to avoid a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), the Corporation’s Board of Directors (the “Board”) will review all compensation (“Incentive-Based Compensation”) that is (i) granted, earned or vested based wholly or in part upon the attainment of one or more measures that are determined and presented in accordance with the accounting principles used in preparing the Corporation’s financial statements, or are derived wholly or in part from such measures, and (ii) “received” by an Executive Officer during the three completed fiscal years immediately preceding the date on which the Corporation is required to prepare an Accounting Restatement (the “Restatement Date”), as well as during any transition period specified under the U.S. Securities Exchange Act of 1934. For purposes of the U.S. Clawback Rules and this Policy, “received” means that the applicable performance measures have been attained, regardless of when the compensation is actually paid.

If the Board determines that an Executive Officer received an amount of Incentive-Based Compensation in excess of the amount that otherwise would have been received had it been determined based on the restated amounts in connection with an Accounting Restatement, as calculated without regard to any taxes paid and otherwise in accordance with the U.S. Clawback Rules (such excess amount, the “Erroneously Awarded Compensation”), the Board will, reasonably promptly after the Restatement Date, seek recoupment from such Executive Officer of all Erroneously Awarded Compensation. Erroneously Awarded Compensation must be recovered as provided in this Policy on a “no fault” basis without regard to whether the Executive Officer’s misconduct is responsible for the noncompliance that resulted in the Accounting Restatement, unless the Compensation and ESG Committee of the Board (or in its absence, the majority of the independent directors serving on the Board) determines that any of the impracticality exceptions set forth in the U.S. Clawback Rules are available. Any appropriate method may be used for recouping Erroneously Awarded Compensation. The Corporation’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements for the Accounting Restatement have been filed, and the Corporation may not indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation.

The remedies specified in this Policy will not be exclusive and will be in addition to, and not in lieu of, every other right or remedy at law or in equity that may be available to the Corporation, including, without limitation, any clawback right or remedy set forth in the applicable Executive Officer’s Clawback Acknowledgement and Agreement and/or employment agreement.

The Board has full and final authority to make all determinations under this Policy including, without limitation, whether this Policy applies and if so, the amount of compensation to be repaid or forfeited by an Executive Officer. All determinations and decisions made by the Board under this Policy will be final, conclusive and binding on all parties.

Effective as of November 8, 2023.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/15/24
For Period end:12/31/236-K
11/8/236-K
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Filing Submission 0001558370-24-003443   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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