North West : Board of Directors Mandate (nwc board of directors mandate DEC 9 2025)

About this update from North West Company Inc.

THE NORTH WEST COMPANY INC. MANDATE OF THE BOARD OF DIRECTORS The Board of Directors (the "Board") of The North West Company Inc. ("North West") is responsible for the stewardship of North West, providing independent and effective leadership in supervising the business and affairs of North West. The Board will discharge this responsibility by developing and determining policies by which the business and affairs of North West are to be managed, and by overseeing the management of North West. COMPOSITION, BOARD ORGANIZATION, AND MEETINGS The Board will be comprised of between three and thirteen directors, with the number of directors from time to time being fixed by the Board. The Board will be constituted with a majority of individuals who are "independent" within the meaning of National Instrument 58-101 - Disclosure of Corporate Governance Practices . All directors will have the skills and abilities appropriate to their election or appointment as a director. The directors will be elected at each annual general meeting of shareholders ("AGM") subject to North West's bylaws to hold office for a term expiring at the close of the next AGM following such an election. The Board is responsible for establishing formal delegations of authority, which define the limits of management's power and authority, and delegating to management certain powers to manage the affairs of North West. The Board has delegated to the Chief Executive Officer ("CEO") certain powers and authorities to manage the business and affairs of North West, subject to the Canada Business Corporations Act and the articles and by-laws of North West. Any power or authority not so delegated remains within the Board. The Board has established the following committees to assist the Board in discharging its duties: the Audit Committee, the Governance and Nominating Committee, and the Human Resources, Compensation and Pension Committee. Each committee has its own Board approved mandate. The Board may establish additional committees or merge or dispose of any committee, as circumstances require. The Board is responsible for overseeing the duties delegated to each committee. Quorum for a Board meeting will be a majority of the directors. All directors are expected to attend, review all meeting materials for and be prepared to participate at every Board meeting. In fulfilling its responsibilities, the Board shall have unrestricted access to management, and authority to select, retain, terminate and approve the fees of any independent advisor to assist it in performing its responsibilities. The independent members of the Board will meet in camera at the end of every Board meeting without the non-independent members of the Board or management in attendance. Minutes of the Board and its committees shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board or its committees for approval. DUTIES AND RESPONSIBILITIES The Board's duties include: Strategic Planning Providing oversight and guidance on the strategic issues facing North West. Requiring the CEO, in collaboration with the Board, to develop and present to the Board for approval, North West's long-term strategic plan. Approving North West's financial objectives and annual operating plan, including capital allocations, expenditures, and transactions exceeding threshold amounts set by the Board. Monitoring implementation and effectiveness of the approved strategic and operating plans. Approving major business decisions not specifically delegated to management. Identification and Management of Risks Ensuring that processes are in place for management to identify and manage the principal risks inherent in North West's business and operations (including risks related to cybersecurity and artificial intelligence). Reviewing the systems that are implemented by management to manage and monitor those risks. Reviewing the processes that ensure compliance with applicable legal and regulatory requirements. Financial Performance and Internal Controls Overseeing the financial reporting and disclosure obligations of the Board. Recommending the appointment and remuneration of North West's external auditors to North West's shareholders. Overseeing the integrity of North West's management information systems and the adequacy of North West's internal accounting and disclosure controls and procedures. Reviewing and approving North West's annual and quarterly financial statements, management's discussion and analysis, annual information form, management information circular, and other public disclosure documents that require Board approval. Overseeing compliance with applicable audit and accounting requirements. Approving the issuance of securities and the declaration of dividends. Communications and Public Disclosure Approving North West's communication policies. Overseeing establishment of processes for accurate, timely, and appropriate full public disclosure. Approving a written disclosure policy, and monitoring compliance of such policy and applicable corporate, securities and stock exchange requirements. Overseeing any policies and practices related to shareholder engagement. Human Resources Management, Succession Planning and Executive Compensation Supervising the succession planning processes of North West, and approving the selection, appointment, development, evaluation and compensation of the CEO and other senior officers. Overseeing North West's executive compensation program (including considering say-on-pay advisory vote results and related feedback) and overall compensation philosophy for all other employees. Overseeing and monitoring North West's approach to human resource management (including related to North West's diversity, equity and inclusion strategies and any related policies). Ensuring there are policies and practices in place to enable North West to attract, develop, and retain the human resources required by North West to meet its business objectives. Governance Developing a set of corporate governance principles and guidelines. Establishing appropriate structures and procedures to allow the Board to function independently of management. Establishing Board committees and defining their mandates to assist the Board in carrying out its roles and responsibilities. Approving the compensation of the directors, the Board Chair and the Chairs of the Board committees. Setting expectations and responsibilities of directors, including attendance at, preparation for, and participation in meetings. Undertaking regular evaluations of the Board, its committees, its members, and reviewing its composition with a view to the effectiveness and independence of the Board and its members. Ensuring that each new director engages in a comprehensive orientation process and that all directors are provided with continuing education opportunities. Identifying competencies and skills necessary for the Board as a whole and for each individual director. Overseeing matters related to the diversity of the Board as a whole and any related policies. Identifying qualified candidates to become new directors. Reviewing the Board mandate on a regular basis, or as a result of legislative or regulatory changes, to ensure it appropriately reflects the Board's stewardship responsibilities. Integrity, Ethics and ESG Establishing North West's values, including approving North West's Code of Business Conduct and Ethics. Monitoring compliance with the Code of Business Conduct and Ethics. Approving any other policies and practices for dealing with matters related to integrity and ethics. Overseeing and monitoring North West's approach to ESG (environmental, social, governance) and climate change matters, including any ESG strategies, risk management and reporting. To the extent possible, satisfying itself of the integrity of the CEO and other senior officers and that the CEO and other senior officers create a culture of integrity throughout North West. Approved by the Board of Directors effective December 9, 2025.

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