North West : Audit Committee Mandate (nwc audit committee mandate Dec 9 2025)

About this update from North West Company Inc.

THE NORTH WEST COMPANY INC. AUDIT COMMITTEE MANDATE The Audit Committee (the "Committee") of the Board of Directors (the "Board") of The North West Company Inc. ("North West") has the oversight, responsibilities and specific duties described below. Purpose The primary purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: the integrity of North West's accounting and financial reporting practices and procedures; the adequacy of North West's internal accounting and disclosure controls and procedures; the quality and integrity of North West's consolidated annual and quarterly financial statements and management's discussion and analysis; the independence and performance of North West's external auditor; compliance by North West with legal and regulatory requirements in regard to financial reporting and disclosure that North West is subject to; the performance of the internal audit function, and ensuring processes are in place to ensure the independence of the internal audit function; and the implementation of appropriate systems and processes to identify and manage North West's principal risks. Committee Composition The Committee will be comprised of a minimum of three directors who are "independent" directors within the meaning of National Instrument 52-110 Audit Committee ("NI 52-110"). Any Committee member who, for any reason, is no longer independent immediately ceases to be a Committee member. All Committee members will be "financially literate". "Financially literate" means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by North West's consolidated financial statements. At least one Committee member will be an "audit financial expert". "Audit financial expert" means (i) a chartered accountant, (ii) a certified public accountant, (iii) a former or current Chief Financial Officer of a public company or corporate controller of similar experience, (iv) a current or former partner of an audit company, or (v) a person having similar demonstrably meaningful audit experience. Committee members will be appointed and removed by the Board. The Committee Chair will be appointed by the Board. Reports The Committee shall report to the Board on a regular basis (typically following each Committee meeting), including prior to the public disclosure by North West of its quarterly and annual financial results. The Committee shall report to the Board on the activities, findings and any recommendations of the Committee. The reports of the Committee shall include any issues of which the Committee is aware with respect to the quality or integrity of North West's consolidated financial statements, its compliance with legal and regulatory requirements, and the performance and independence of North West's external auditor. Responsibilities Subject to the powers and duties of the Board, and with the requirement that the Committee provides timely summary reports to the Board on its activities, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board: Financial Statements and Other Financial Information The Committee shall: review North West's consolidated interim unaudited financial statements and annual audited financial statements and related documents, prior to any public disclosure of such information; following a review with management and the external auditor of such annual and interim consolidated financial statements and related documents including the auditor's report thereon, as applicable, recommend to the Board the approval of such financial statements and related documents; review with management and/or the external auditor all critical accounting policies and practices used as well as significant management estimates and judgments and any changes in accounting policies or financial reporting requirements that may affect North West's consolidated financial statements; review with management and/or the external auditor the treatment in the financial statements of any significant transactions, and other potentially difficult matters; review with management and the external auditor all matters required to be communicated to the Committee under generally accepted auditing standards; review and recommend to the Board for approval, other annual and quarterly financial reporting documents, including management's discussion and analysis, earnings press releases, the Annual Information Form, and the Annual Report of North West prior to any disclosure to the public; review with management and the external auditor any material off-balance sheet financing mechanisms, transactions or obligations of North West; review a summary provided by North West's management, of the status of any material existing, pending or threatened litigation, claims and assessments respecting North West and its subsidiaries; review with management and the external auditor any correspondence with securities regulatory authorities or commissions which raise material issues regarding North West's financial statements or accounting policies; and review in advance and approve, any communications regarding material financial matters between North West and any applicable securities regulatory authorities or commissions. Financial Reporting Control Systems The Committee shall: in consultation with management, the external auditor and the officer or employee responsible for the internal audit function, review, evaluate and assess the adequacy, integrity and effectiveness of North West's consolidated financial reporting processes, management information systems, and internal controls and discuss significant financial risk, exposures and the steps management has taken to monitor, control and report such exposures; review guidelines and policies with respect to identifying and managing the principle financial risks inherent in North West's business and operations, and review the processes that are implemented by management to manage and monitor those risks; submit to the Board, any recommendations that the Committee may have from time to time (through its own inquiries or through those of advisors retained by the Committee) with respect to financial reporting, accounting procedures and policies and internal controls; ensure that due diligence processes and controls in connection with certification of North West's annual and interim filings are in place, monitoring their continued effectiveness, and ensure that such filings are in a form that permits their certification; review any disclosures concerning any weaknesses or any deficiencies in the design or operation of internal controls made to the Committee by the CEO and CFO during their certification process for forms filed with applicable securities regulatory authorities and commissions; review with management and/or the external auditor any related party transactions (as defined under "International Financial Reporting Standards"); review the management representation letter to the external auditor; review reports obtained from the external auditor regarding the overall control environment and the adequacy of accounting system controls; review any new appointments to Vice President positions of North West and its subsidiaries with financial reporting responsibilities; satisfy itself that adequate procedures are in place for the review of North West's disclosure of North West's financial information extracted or derived from North West's consolidated financial statements, and periodically assess the adequacy of those procedures; establish procedures for: (i) the receipt, retention, and treatment of complaints received by the issuer regarding internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of North West or its subsidiaries of concerns regarding questionable accounting, internal accounting controls, or auditing matters and receive regular reports thereon as appropriate; review and approve North West's (and its respective subsidiaries) hiring policies regarding employees and former employees of the present and former external auditor of North West; and review annually North West's property and liability insurance policies (other than Director and Officer Liability Insurance), and satisfy itself that adequate insurance programs are in place. Disclosure Controls The Committee shall: satisfy itself that management has developed and implemented a system of disclosure controls to ensure that North West meets its continuous disclosure obligations; receive regular reports from management on the functioning of the disclosure compliance system, including any significant instances of noncompliance with such system, in order to satisfy itself that such system may be reasonably relied upon; and review any disclosures concerning any weaknesses or any deficiencies in the design or operation of disclosure controls made to the Committee by the CEO and CFO during their certification process for forms filed with applicable securities regulatory authorities and commissions . Internal Audit The Committee shall: review and concur with any appointment or dismissal of the senior internal audit officer or employee; communicate directly with the senior internal audit officer or employee; review the performance of, and ensure processes are in place for the independence of, the internal audit function; meet separately with the senior internal audit officer or employee to discuss any matters that the Committee or auditor believe should be discussed in private; review and approve the proposed annual corporate internal audit plan, including assessment of major risks, areas of focus, responsibilities and objectives, and staffing; and receive quarterly reports from internal audit on (a) the progress on the internal audit plan, including any significant changes to it; (b) significant internal audit findings, including issues as to the adequacy of internal control over financial reporting and any procedures implemented in light of significant control deficiencies; and (c) any significant internal fraud issues. External Auditor The Committee shall: obtain confirmation from the external auditor that it will be accountable to, communicate directly with, and report directly to, the Committee; review and approve the external auditor's annual audit plan; meet with the external auditor on a regular basis in the absence of management, and discuss in private with the external auditor matters affecting the conduct of their audit and other corporate matters; review regularly the performance, qualifications, independence and remuneration of the external auditor, as well as the competence and responsiveness of the individual partners assigned to North West's account; recommend to the Board each year the remuneration of, and the retention or replacement of the external auditor to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for North West, and annually approve the terms of such engagement; if there is a plan to change the external auditor, review all issues related to the change and the steps planned for an orderly transition, including applicable securities law requirements; oversee the work of the external auditor engaged for the purpose of preparing or issuing an audit report or performing other services; discuss with the external auditor the quality of North West's accounting principles and policies; resolve any disagreements between management and the external auditor regarding financial reporting; relay its expectations to the external auditor from time to time including its expectation that (i) any disagreements of a material nature with management be brought to the attention of the Committee, (ii) any irregularities in the financial information be reported to the Committee; and (iii) the external auditor discloses any conflict of interest that may arise in their engagement; and

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