We are committed to strong corporate governance practices that will contribute to the long-term success of our company. The Board plays a critical role by helping to set the strategic direction, monitor performance, and exercise oversight to ensure that the Corporation complies with all applicable laws and regulations.

OR Royalties’ Board holds ultimate responsibility for setting the Company’s strategic direction, monitoring its performance, and ensuring OR’s compliance with regulations. The Board also approves policies, assesses policy implementation, and reviews performance. It provides oversight and guides the Executive Team, which is responsible for OR’s day-to-day operations.

The Board consists of seven directors, including the President and CEO. The Board has four standing committees that are responsible for overseeing specific aspects of corporate governance and providing recommendations and guidance to the full Board namely: the Audit and Risk Committee, the Governance, Nomination and Sustainability Committee, the Human Resources Committee and the Independent Investment Review Committee. All committees are comprised of Independent Directors.

In February 2025, the Board of Directors and the Governance and Nomination Committee approved the combination of the Governance and Nomination Committee and the Environmental and Sustainability Committee to streamline the Board structure by consolidating overlapping responsibilities. This change took effect on May 8, 2025, following the annual meeting of Shareholders and the combined committee was renamed the “Governance, Nomination and Sustainability Committee”.

Our Committees

  1. Audit and Risk
    • Responsible for risk oversight, including review of OR’s Enterprise Risk Assessment.
    • Maintains oversight of OR’s accounting and financial reporting principles, as well as internal audit controls and procedures.
    • Policy changes and implementation related to finance, accounting, and auditing fall under the purview of this committee.
  2. Human Resources
    • Responsible for reviewing and approving policies, programs, and practices on matters of remuneration and performance evaluation, succession planning, recruitment and retention, health and safety, and development with the objective of attracting and retaining the best qualified officers and employees.
  3. Governance, Nomination and Sustainability
    • Provides oversight of corporate governance, Board nomination, and sustainability matters, including governance policies and practices, Board and committee composition, director nomination and succession planning, and the evaluation/ performance of the Board, its committees, and individual directors.
    • Oversees ESG strategy, including climate-related matters, ESG policies and objectives, due diligence and post-investment monitoring, and the review of the annual Sustainability Report, and reviews and recommends role descriptions for the Chair of the Board, Committee Chairs, and the President & CEO.
  4. Independent Investment Review
    • Comprised of independent Board members, responsible for oversight and review of investment, divestment or other transaction and financing proposals submitted by management.

Board Diversity

In considering director candidates, the Company takes a holistic approach that evaluates the full range of skills, experience, knowledge, and backgrounds required to meet the needs of the Board, rather than focusing on any single diversity characteristic. Accordingly, the Company has not adopted prescriptive diversity targets beyond its gender representation objective and its commitment to maintaining at least one racially or ethnically diverse Director on the Board.

OR’s Board diversity policy set a target in 2025 of at least 30% female representation. As of May 7, 2026, two out of seven directors, representing 29% of the Board, identify as female. Additionally, 14% of the Board identify as ethnically/racially diverse.

The United Nations Global Compact

OR Royalties joined the UN Global Compact in March 2021. Established in 2000, the UN Global Compact was created to mobilize companies around the world to align their operations and strategies with ten universal principles in the areas of human rights, labour, environment and anti-corruption. Today, it is the world’s largest corporate sustainability initiative with over 15,000 participants in over 160 countries.