Franco-Nevada Corporation (TSX:FNV)
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360.45
-6.68 (-1.82%)
Sep 10, 2026, 4:00 PM EST
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AGM 2020

May 6, 2020

Operator

Welcome, ladies and gentlemen. I would like to introduce Monsieur Pierre Lassonde, Chair of the Board of Directors, who will chair this meeting. Please go ahead.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, and good afternoon, ladies and gentlemen. I would like to welcome you to the 2020 Annual and Special Meeting of the Shareholders of Franco-Nevada Corporation. Thank you for joining us today by teleconference and webcast. Of course, we wish we could have done the meeting in person, but as we all know, this is not feasible under the circumstances. I would like to thank our shareholders for voting in advance and hope that everyone is keeping well and staying safe. First, I'd like to introduce our leadership team who are with me today. Of course, we are at social distancing, just so you know, and very safe. First, I'd like to introduce David Harquail. David has been the Chief Executive Officer since our IPO in 2007, and he will be my successor as Chair of the Board following this meeting.

We have also Paul Brink, the incoming President and Chief Executive Officer of the company, Sandip Rana, our Chief Financial Officer of the company, and Lloyd Hong, our Chief Legal Officer and Corporate Secretary of the company. We will now move on to the formal part of the meeting. All of the lines are currently muted. As we go through the items of business requiring approval, I will provide instructions on how to vote. I would ask that Lloyd Hong act as Secretary of the meeting and Paul Allen, as a representative of Computershare, act as Scrutineer. The Scrutineer will report on the number of shares represented at this meeting in person or by proxy. The proof of service of the notice calling the meeting has been filed. I direct that a copy of the notice and affidavit proving service thereof be annexed to the minutes of this meeting.

I have been advised that there is a quorum present and request that the scrutineer's report be annexed to the minutes of this meeting. I therefore declare that this meeting is regularly called and properly constituted for the transaction of business. The first matter of business is to confirm the receipt of the financial statements and the auditor's report. The consolidated financial statements of the company and its subsidiaries for the year ended December 31st, 2019, and the reports of the directors and auditors thereon, have been mailed to all shareholders who requested them together with the notice of meeting. The financial statements are also available on our website, or you can request paper copies by phone or by email. The next matter of business is the election of directors.

The nominees of management of the company were identified in the information circular mailed to each shareholder of the company. Will someone please nominate the directors? 11 directors are required to be nominated.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Mr. Chairman, my name is Lloyd Hong, and I'm a shareholder of the company. I nominate David Harquail, Paul Brink, Tom Albanese, Derek Evans, Dr. Catharine Farrow, Louis Gignac, Maureen Jensen, Jennifer Maki, Randall Oliphant, the Honorable David Peterson, and Elliott Pew as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you. Can I have a seconder, please?

Sandip Rana
CFO, Franco-Nevada

Mr. Chairman, my name is Sandip Rana, and I'm a shareholder of the company. I second the nominations.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

I will now call for a vote. For those on the telephone, please press star one to vote if you're in favor, and please press star two to vote against. Again, star one in favor, star two against. For those on the webcast, please vote yes if you're in favor or no if you're against, and press submit. For those in person, please say aye if you're in favor and nay if you're against.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Aye.

Sandip Rana
CFO, Franco-Nevada

Aye.

David Harquail
CEO, Franco-Nevada

Aye.

Paul Brink
Incoming President and CEO, Franco-Nevada

Aye.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you. I declare the nominations closed. Since only the required number of persons have been nominated, I declare the persons nominated have been duly elected as directors of Franco-Nevada Corporation. Guess congratulations to all of the directors. The next matter of business is the appointment of the company's auditors. Will someone please move a resolution for the appointment of auditors and to authorize the directors to fix the remuneration of such auditors?

Paul Brink
Incoming President and CEO, Franco-Nevada

Mr. Chairman, my name is Paul Brink, and I am a shareholder of the company. I move that PricewaterhouseCoopers, LLP, Chartered Accountants, be appointed auditors of the company until the next annual meeting at such remuneration as may be fixed by the directors of the company, the directors being hereby authorized to fix such remuneration.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, Mr. Brink. Can I have a seconder?

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Mr. Chairman, I second the motion.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you. I will now call for a vote. Again, for those on the telephone, please press star one to vote in favor or star two against. For those on the webcast, vote yes if you're in favor or no if you're against, and press submit. For those in person, we have the yay or the nay. Please. Yeah.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Aye.

Paul Brink
Incoming President and CEO, Franco-Nevada

Aye.

Sandip Rana
CFO, Franco-Nevada

Aye.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you. Thank you. I declare the motion carried. The next matter of business is the say on pay advisory resolution. Since the vote is advisory, it will not be binding on the board. However, the board will consider the outcome of the vote as part of its ongoing review of executive compensation matters. Will someone please move a resolution for the say on pay advisory resolution?

Sandip Rana
CFO, Franco-Nevada

Mr. Chairman, I move that on an advisory basis and not to diminish the role and responsibilities of the board of directors of the company, the shareholders accept the approach to executive compensation as disclosed in the company's management information circular dated March 20th, 2020.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, Mr. Rana. Can I have a seconder?

Paul Brink
Incoming President and CEO, Franco-Nevada

Mr. Chairman, I second the motion.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, Mr. Brink. I will now call for a vote. For those on the phone, please press star one to vote in favor or star two if you're against. For those on the webcast, please vote yes if you're in favor and no and again, press submit. For those in person, well, please say aye or nay if you're against.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Aye.

Paul Brink
Incoming President and CEO, Franco-Nevada

Aye.

Sandip Rana
CFO, Franco-Nevada

Aye.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, messieurs. I declare the motion carried. The formal business of the meeting has now been completed. If there are no other items of business that a shareholder wishes to raise, may I have a resolution for the conclusion of the formal part of the meeting?

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Mr. Chairman, I move that the meeting now be concluded.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, Mr. Hong. Can I have a seconder?

Paul Brink
Incoming President and CEO, Franco-Nevada

Mr. Chairman, I second the motion.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you, Mr. Brink. All in favor, please say aye.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Aye.

Paul Brink
Incoming President and CEO, Franco-Nevada

Aye.

Sandip Rana
CFO, Franco-Nevada

Aye.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

I declare the motion carried. The meeting will then conclude. Not too bad, under 10 minutes. We've done quite well. Before I turn the meeting over to David Harquail, I would like just to say a few words and very short, I would say, proper goodbyes. Franco-Nevada started 35 years ago as one of those thousands of junior exploration companies in a CAD 2 million equity raise at CAD 0.35 a share, September 1985. Seymour Schulich, my partner, and I had high hopes but truly little experience in this field. Out of desperation, we ended up creating a business model that was not only unique at the time but truly one of the most robust business model I have ever seen.

By 2001, Franco-Nevada was absorbed by Newmont Mining in a CAD 3.2 billion deal that saw David Harquail and myself moving to Denver to be part of the continuing adventure. In late 2007, we had the incredible chance, the unique opportunity to get another kick at the can by taking Franco-Nevada public again at the time at CAD 15.20 a share for a market cap of U.S. $1.2 billion. These are opportunities that rarely happen twice in your lifetime. 12 years later, the stock just crested the CAD 200 a share mark.

I think it's a celebration of my departure, but I'll leave that to the market to decide. What I can say is that the second ride has been just as wild and spectacular as the first one and I'd like to first and foremost thank David Harquail for it. David has been the heart and soul of Franco-Nevada too.

He's been the leader, the inspiration, and the doer and I owe him a great deal of gratitude. I look at the team that he surrounded himself with and the incredible talent of Paul Brink, Sandip Rana, and Lloyd Hong and it's because of them that we are where we are today. I'd like to thank you to the whole team and the organization up and down who have made it all happen. Finally, I'd like to thank the analysts, the brokers, the portfolio managers, and the thousands of shareholders and stakeholders who have believed in us and helped us build this great company.

At a time when financial markets are wracked by uncertainties, volatility, losses in the face of COVID-19, there's nothing that gives me greater pleasure than to see our share price reach new highs and give our shareholders that extra support and comfort they deserve by having invested in Franco-Nevada. That, more than anything else.

Is reward enough for me. Thank you. With that. David, it's all yours, man.

David Harquail
CEO, Franco-Nevada

Pierre, thank you for those very kind remarks. I've been working with you for over 33 years now, so it's been longer than my marriage. It's been, as you said, a couple of wonderful rides. The original Franco, the Newmont ride, and now the new Franco ride, and all of them have been incredible successes and a lot of fun. At our board meeting today, we were taking stock, and because it's the board for the new Franco, we were just looking at how has Franco done in the last 12 .5 years since it's gone public. As Pierre mentioned, we hit all-time highs yesterday, which is pretty incredible. You're timing your transition, and you actually do it at an all-time high. I think most chairs and CEOs leave their companies usually in more suspect circumstances.

Our market cap, in Canadian dollars, reached almost CAD 39 billion yesterday. In U.S., almost $28 billion. Our total shareholder return for Canadian investors is 1,485%, something you can say is almost a 15 bagger. People brag about 10 baggers. This almost hit the 15 baggers. It's definitely been more than a 10 bagger in the U.S. dollar terms. In terms of CAGRs, I have all these numbers for you, Pierre.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

That's okay.

David Harquail
CEO, Franco-Nevada

The compounded annual growth rate, CAD, was over 25%, and in USD, 21.6%. I think we spend a lot of time talking to portfolio managers. They often lecture us on how to run our company, but I think we've been able to run our portfolio better than just about any of our portfolio managers that have taken positions. I couldn't be more pleased. One of the things that the board did is we passed a special board resolution today, and I'd like to just take the liberty of reading it to our shareholders. Pierre Lassonde has demonstrated community service, philanthropy, and industry leadership for many decades and has served as chair of the board of Franco-Nevada since 2007. Under Pierre's leadership, substantial value has been created for Franco-Nevada shareholders. Pierre has significantly contributed to the success of Franco-Nevada.

Whereas the board of directors of Franco-Nevada wishes to express its gratitude to Pierre for his service to the company. Be it resolved that the board of directors of Franco-Nevada hereby expresses its deep appreciation and a heartfelt thanks to Pierre for his leadership and convey its sincere gratitude for his many years of service. That the board of directors of Franco-Nevada wishes to formally recognize Pierre's invaluable contributions by bestowing him with the honorific title of chair emeritus, and that the very best wishes are extended to Pierre for many years of good health, happiness, and continued community service.

That will be in our board resolution, which I expect will be approved at our next board meeting. Thank you.

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

Thank you very much. Yeah, I'll take that.

David Harquail
CEO, Franco-Nevada

In terms of-

Pierre Lassonde
Chairman of the Board of Directors, Franco-Nevada

This is going to go on my Instagram.

David Harquail
CEO, Franco-Nevada

Yeah. In terms of my role, I've been trying to focus people that I don't really see it as a retirement, but more of a change of role. I'm looking very forward to continuing to be involved with Franco-Nevada as Chair of the Board. I'm honored to be given that opportunity. I hope to be associated with Franco-Nevada for some years to come. I feel very confident that we're putting it in very good hands. I've worked now with Paul Brink for over 15 years. He's been indoctrinated in the philosophy and the modes of creating value for shareholders. He's demonstrated all the attributes that we think are important in terms of putting the interests of shareholders of Franco-Nevada first before personal interests.

I believe we've got a very good future CEO, and he's going to be supported by a terrific team, especially Lloyd Hong and Sandip Rana, that are his key lieutenants in this company going forward. I'm going to ask Paul to make a few remarks, as he's about to become CEO of the company, and I'm going to ask him to handle any questions from shareholders that we might have in the Q&A that follows. Paul, it's all yours.

Paul Brink
Incoming President and CEO, Franco-Nevada

Thank you. Pierre and David, first of all, thank you for your confidence in me in this new role. Franco-Nevada is held in very high regard. It's an honor, a big responsibility, and a terrific opportunity to carry the Franco torch. Franco's always had incredibly good luck, but what has made its success repeatable is staying true to its business principles and its culture. A big part of my role will be to sustain those. These are what I think are the three key principles. Create exposure to exploration success, invest in good resources rather than betting on commodity prices, and debt aversion, the value of financial flexibility ahead of the cost of capital. The second element is our culture. The core of the culture is to think like owners, not like managers. The objective is to create shareholder value, not just a bigger company. Lastly, our outlook.

We're a far larger company than 12 years ago, and there's more competition in our business, but mining remains a cyclical, capital-intensive, and risky business. There's a large amount of capital looking for a low-risk way to invest in mining assets. With our ability to identify good ore bodies, I believe we can be the capital allocator of choice, and there's a long runway of growth ahead for Franco-Nevada. With that, I will hand it to the operator and take any questions.

Operator

Thank you, sir. Ladies and gentlemen from the phone, if you do have a question, please press star followed by one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request. If you would like to withdraw your question, please press star followed by two. We do ask that if you are using a speakerphone, to please lift the handset before pressing any keys. Please go ahead and press star one now if you have a question. We will hear first from Howard Roberts. Please go ahead, sir.

Howard Roberts
Analyst, J O Hambro

What about these can you make comments on the mine closures that are taking place owing to the Coronavirus problem?

Paul Brink
Incoming President and CEO, Franco-Nevada

Sure, I'd be happy to. Many mines across the industry that have been impacted, two of our larger mines have been Cobre Panama and Antamina. Both of them are taking steps to identify how they can operate safely in a COVID environment. Once they've established that, working in concert with the various authorities, we expect that they'll be reopening, although we don't have timing yet on either of those two operations. Amongst our other assets, and there are the other two large assets, Candelaria and El Peñon, they continue to operate normally. We have more than 50 other assets. Of those other assets, 11 of them have had temporary closures, although we're now at the stage where a number of them are opening up. I believe we have now five of those operations that have announced that they are reopening. Hopefully we have seen the worst of that.

The one element that is always worth remembering for Franco is we don't have any fixed costs related to the investments. To the extent we do have mine closures, there is no loss associated. If the ore doesn't get mined today, it does get mined in the future. Effectively, it's just a deferral of revenues for the company.

Howard Roberts
Analyst, J O Hambro

Thank you.

Operator

Thank you. Ladies and gentlemen, as a reminder, if you do have any questions at this time, please press star followed by one on your touch-tone phone. At this time, it appears we have no other questions on the phone. Please proceed.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Sylvie, we have a few questions on the webcast here, so I will just go ahead and read those, and Paul can provide his responses. The first one is from Sandy Rhind from Alexander Capital. Question is, where do your financial contracts rank on a borrower's balance sheet in the event of an unexpected bankruptcy of one of your borrowers? Have you ever had to collect under such a circumstance, and did you achieve full recovery?

Paul Brink
Incoming President and CEO, Franco-Nevada

Thanks for the question, Sandy. We have two types of instrument, royalties and streams. Royalties in places like Canada and the U.S. and Australia are fantastic in that you can register them against title, which means that they're permanently attached to the title. If an operator does go through insolvency, the royalty survives. There have been a few insolvencies in our portfolio, and those royalties have survived, and so have probably the best tenure that you can get for any instrument. The other types of investments we have are streams. With a stream, it's a contract, so where you rank in the capital structure is a matter of negotiation. We like to structure our streams so that we are first in line in our claim against the assets. We're fortunate that all our assets have performed well and so have never had any issues with insolvencies.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

The next question comes from Dave Soroka. Is there any plans to split the common stock?

Paul Brink
Incoming President and CEO, Franco-Nevada

We have considered in the past, it's not something we have considered recently. Must say, with the stock cresting above CAD 200, perhaps it's something that we should consider again.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

The next question comes from Deacon Turner. How does the board feel about the current PE multiple looking forward?

David Harquail
CEO, Franco-Nevada

It's David Harquail here. It's coming down because our earnings are growing, so I think it's just a question of can we grow our earnings faster than our share price? It's been quite gratifying to see the share price move so high, but I think it's a reflection of the assets that are in place. You just have to look at the track record over 33 years. I think we're trying to keep the ingredients to keep managing that track record going forward. I think we always have appeared expensive, but that's because I think we've always managed this company so it doesn't get into trouble and that it can be positioned to take advantage of good opportunities. I think we're positioned for exactly that in this current liquidity downdraft. I feel very good about where we are.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

The next question comes from Bill Ring. How will the current closures affect this quarter's revenue?

Paul Brink
Incoming President and CEO, Franco-Nevada

Bill, a couple of things just in terms of timing of the closures. We're fortunate that the timing of most of these closures was post the first quarter, so shouldn't be expected to because of that impact that quarter. As we go forward, we don't know how long those closures will last. There is good potential that the second quarter revenues will be affected by a number of those closures.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Looks like the last question here comes from Rishi Gosalia. What do you think about gold ownership within central banks over the next five to 10 years? Does the global macro situation give you any thoughts about a change in their thinking over longer term?

David Harquail
CEO, Franco-Nevada

David Harquail here. Both Pierre Lassonde and myself have had the pleasure of being former chairs of the World Gold Council. The World Gold Council is the industry association that works very actively with about 148 of the world's central banks. There's only 193 of them, so we're working with a vast majority. We actually do regular surveys of the banks, and the survey is really to see what is the tone and thinking of central bank managers. If anything, we're seeing increasing interest by central banks in terms of their appetite for gold. Most of them don't want to be too specific in terms of how much they're going to buy going forward. Most of them are saying that gold is an asset that they want to hold within their central bank holdings.

I can tell you that there's an increasing number that have been communicators of the World Gold Council, that they're willing to increase their holdings in gold over the time, that they're looking for some diversity from their U.S. holdings. I think in terms of, if you want a central bank perspective, we've seen tremendous growth in central bank holdings since 2008. Last year was a record year for central bank purchases. This year looks a little more steady. Perhaps might not be a record year, but we've had record ETF buying. That's the supplement for the marketplace. We're very positive about the attitudes of central bankers for gold going forward.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Okay. We have another question from Deacon Turner. Have you revised the long-term outlook for unconventional shale, especially in the SCOOP and STACK, given the changing dynamics of the space?

Paul Brink
Incoming President and CEO, Franco-Nevada

In terms of our outlook overall, and spoke about it in terms of one of our core principles is, our objective is investing in good resources and investing in the space. We focused in the U.S. and the shale basins on the very best basins, the Permian and the SCOOP, STACK, and also from a gas perspective in the Marcellus. We're very confident in the geology of those plays. There's no doubt this downturn has impacted prices, and because of that, it's impacted capital. Yes, in terms of the level of activity over the next period on those plays, obviously, that'll change, and we'll take that into account. We remain absolutely confident in the geology of those plays and their long-term ability to pay us a good return.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

The next question is from James DeCenzo. Hats off and thank you, Mr. Lassonde, and you, David, Sandip, Paul, and the board, for all your great work. Question for Paul, David, or Pierre. Where do you see Franco-Nevada's future in the coming decade with gold mining?

David Harquail
CEO, Franco-Nevada

You're the new guy. Paul, you're the new guy.

You deliver.

Paul Brink
Incoming President and CEO, Franco-Nevada

I think there is a tremendous role to play. As I said earlier on, mining is a tremendously risky business, and it takes some very deep skill sets in determining what are the good ore bodies and what aren't. We've been so fortunate at Franco to have a tremendously strong technical team, both in management but also on our board. I think that is a core competence, and I've got to think that investors in the mining space will be looking for those skills, and I think we can put them to good use, helping people for many years going forward to allocate their capital in the mining space.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

Okay, I think we'll take one last question here, and it's from Sandy Capalia. Can you please express what's the growth prospects for the company over the next three to five years? What kind of earnings growth can we expect?

Paul Brink
Incoming President and CEO, Franco-Nevada

The growth prospects for the company are very good over the next number of years. We have built-in growth. That is the biggest driver of that growth is Cobre Panama. First Quantum plans to expand the output of that. That'll drive our geos over the next four to five years. That growth will be complemented with growth from a number of assets across the portfolio. There's a baseline of growth that we've got good visibility on. The history of the company has also shown that we've been able to supplement that with acquisitions, and I expect in this environment in particular, we should be able to add assets in addition to that. Our business, as you well know, is a very high margin business.

We typically run at about an 80% EBITDA margin, don't have a lot of costs, and so you get a fairly direct drive as we grow our revenues. You got to expect that our earnings will move up in lockstep with those.

David Harquail
CEO, Franco-Nevada

This is David Harquail here. As you'll see on the wires right now, we've just put out our first quarter numbers. They're our second-best quarter in our history, only second to that fourth quarter that we had at the end of last year. Also, we've just announced that we're going to increase our dividend for the 13th consecutive year, to $1.04 US on a per annum basis. That'll be with the upcoming quarterly payment in June. It's kind of a continuing progression in terms of the numbers we'll be able to deliver. We believe we're slightly ahead of Street consensus on adjusted earnings and revenues. The track record is continuing going forward. There's a conference call tomorrow to discuss these results at 10:00 A.M. tomorrow morning. We'll have a lot more details.

There'll be also a new presentation up tomorrow morning on the website, and you're welcome to join our conference call at 10:00 A.M. tomorrow morning. I think in the spirit of an annual meeting and the board of directors here, is we very much appreciate the support we've had from investors, from the brokerage houses, the banks here in Canada and the U.S. Your trust in us, we take very seriously. It's a big responsibility. One of the things we want to do is properly celebrate in person Pierre's track record with us. We're going to invite him for our annual meeting next year. We even give him an opportunity to speak again, and I think we can probably then get a proper round of applause. It's hard to do on these teleconferences, we hope you can join us next year. Pierre is chair emeritus.

He has to do some work. We'll very much hope you can be part of that, and we're going to try to keep as much of the continuity and the culture in this company together for as long as possible. Lloyd, I'll hand it back to you.

Lloyd Hong
Chief Legal Officer and Corporate Secretary, Franco-Nevada

You bet. Thank you everyone for participating. We will have our call tomorrow. Thank you. Thanks, operator.

Operator

Thank you, sir. Ladies and gentlemen, this does indeed conclude your meeting for today. Once again, thank you for attending, and at this time, we do ask that you please disconnect your lines. Enjoy the rest of your day.