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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 |
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 - 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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.
This ‘40-F’ Filing | Date | Other Filings | ||
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Filed on: | 3/15/24 | |||
For Period end: | 12/31/23 | 6-K | ||
11/8/23 | 6-K | |||
List all Filings |