Policy on recovery of incentive Compensation
The purpose of this policy on the recovery of incentive compensation (the “Policy”), is to authorize the Board of Directors (the “Board”) of Nomad Royalty Company Ltd. (the “Corporation”) to recover, from the following persons holding one or more of the following offices with respect to the Corporation and its subsidiaries:
- the Chief Executive Officer;
- the Chief Financial Officer;
- the Chief Investment Officer; and
- any other person holding a title of President, a Senior Vice President, a Vice President or any other officer duly appointed by the Board or the board of directors of any of the Corporation’s subsidiaries who performs a policy-making function in respect of the entity;
(collectively, the “Executives”)
all or a portion of the respective Incentive Compensation (as defined below) to such Executives in instances where a Recalculation Event (as defined below) would be applicable to an Executive.
Code of Ethics and Business conduct
Nomad Royalty Company Ltd.’s (“Nomad” or the “Corporation”) Code of Ethics and Business Conduct (the “Code”) establishes the ethical rules and professional conduct for Nomad’s personnel. It serves as a guide in and outside the workplace as well as in professional relations. It indicates to clients, government organizations and the general public the high standards that all members of the Nomad team have undertaken to meet in fulfilling their responsibilities. The Code explains the fundamental values and standards of behaviour that Nomad’s shareholders and stakeholders expect in all aspects of Nomad’s business.
Policy on Corporate Disclosure and Confidentiality information
Nomad Royalty Company Ltd. (“Nomad” or the “Corporation”) is committed to a policy of timely, factual and accurate disclosure of all material information in order to keep shareholders, the investing public and other stakeholders informed about the Corporation’s activities, business and property.
This policy extends to all employees, managers, executive officers and directors of Nomad (the “Nomad Personnel”) and those authorized to speak on its behalf. It covers disclosure in documents filed with the securities regulatory authorities (including stock exchanges) and written statements made in the Corporation’s annual and quarterly reports, news releases, letters to shareholders, presentations by management and information contained on the Corporation’s web site and other electronic communications, including social media. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.
This diversity policy (the “Policy”) adopted by the Board of Directors (the “Board”) of Nomad Royalty Company Ltd. (“Nomad” or the “Corporation”) sets out the Corporation’s approach to achieving and maintaining diversity on for all positions, including Board and executive officer positions, with an emphasis on gender diversity
In this Policy the term:
- “Aboriginal peoples” means persons who are Indians, Inuit or Métis;
- “Director” means a member of the Corporation’s Board;
- “Executive Officer” means an individual who is (a) a Chair, Vice-chair or President, (b) a Chief Executive Officer, a Chief Financial Officer or a Chief Investment Officer, (c) a Vice-President in charge of a principal business unit, division or function including, sales, finance or production, or (d) performing a policy-making function in respect of the Corporation;
- “members of visible minorities” means persons, other than Aboriginal peoples, who are non-Caucasian in race or non-white in colour; and
- “persons with disabilities” means persons who have a long-term or recurring physical, mental, sensory, psychiatric or learning impairment and who: (a) consider themselves to be disadvantaged in employment by reason of that impairment, or (b) believe that an employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment, and includes persons whose functional limitations owing to their impairment have been accommodated in their current job or workplace.
Securities trading policy
Employees, officers, directors, consultants, contractors and agents (“Nomad Covered Persons”) of Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”) may from time to time become shareholders of the Corporation or otherwise trade or deal in or with respect to securities of the Corporation. These individuals will, from time to time, become aware of corporate developments, plans or other information that may affect the value of the Corporation’s securities, or that a reasonable investor would be likely to consider important in making an investment decision about the Corporation’s securities, before these developments, plans and information are made public. Trading securities of the Corporation while in possession of such information before it is generally disclosed, or disclosing such information to third parties before it is generally disclosed (known as “tipping”), may expose an individual to criminal prosecution or civil lawsuits. Such action could also result in a lack of confidence in the market for the Corporation’s shares and otherwise harm the Corporation. The Corporation’s Securities Trading Policy (the “Policy”) incorporates the rules on trading and dealings in securities included in applicable securities legislation and the rules of the Toronto Stock Exchange. The Corporation has established this Policy to, among other things, assist the Corporation’s personnel in complying with the prohibitions against insider trading and tipping. Accordingly, this policy extends to all directors, officers and employees of the Corporation and of its subsidiaries.
The objectives of this Policy are to:
- Educate Nomad Covered Persons about their legal obligations with respect to “insider trading” and “tipping”;
- Foster and facilitate compliance with applicable laws to prevent transactions by Nomad Covered Persons that would not be in full compliance with legal requirements; and
- Protect Nomad Covered Persons as well as the Corporation and its reputation in the market.
Investment Principles Policy
Nomad Royalty Company Ltd. and its subsidiaries (“Nomad” or the “Corporation”) is committed to responsible mining in all aspects of its investments, including with respect to environmental (including climate change), social (including occupational health and safety) and governance (“ESG”) matters. The Corporation’s business is to acquire and hold a diversified set of risk-adjusted precious metal and other high-quality royalties, streams and similar interests. The Corporation does not operate any of the mineral properties from which it currently receives royalties and stream deliveries and does not have the power to control the operations of any such properties.
- The purpose of this whistleblowing policy (the “Policy”) is to safeguard the integrity of Nomad Royalty Company Ltd. (“Nomad” or the “Corporation”) financial reporting and its business dealings and to support adherence to the Code of Ethics and Business Conduct (the “Code”).
- It is in the interest of all stakeholders of the Corporation that concerns regarding the Corporation’s financial reporting and adherence to the Code be reported so that they can be appropriately addressed.
- In furtherance of the foregoing, this Policy:
- provides a procedure for reporting concerns (including on an anonymous basis);
- provides protection to those individuals reporting concerns; and
- establishes a process for investigating reported concerns.