North West : Governance and Nominating Committee Mandate (nwc governance and nominating committee mandate Dec 9 2025)

About this update from North West Company Inc.

THE NORTH WEST COMPANY INC. GOVERNANCE AND NOMINATING COMMITTEE MANDATE The Governance and Nominating 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 development and implementation of principles and systems for the management of corporate governance; identifying qualified candidates and recommending nominees for director and Board committee appointments; evaluations of the Board, Board committees, all individual directors, the Board Chair and committee Chair; and the compensation, orientation and education for all directors; all with a view to ensuring North West is implementing effective corporate governance practices relevant to an organization of North West's size and complexity, and which will create and enhance long-term shareholder value. Committee Composition The Committee will be comprised of a minimum of three directors who are "independent" directors (within the meaning of National Instrument 58-101 -Disclosure of Corporate Governance Practices ). Any Committee member who, for any reason, is no longer independent immediately ceases to be a Committee member. All Committee members will have a working familiarity with corporate governance practices. 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 public disclosure by North West of its Management Information Circular. The Committee shall report to the Board on the activities, findings and any recommendations of the Committee. 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: Governance Leadership The Committee shall: take a leadership role in developing North West's approach to corporate governance; take a leadership role in developing, exercising oversight of, and monitoring North West's approach to ESG (environmental, social, governance) and climate change matters, including any ESG strategies and reporting; regularly review and assess the performance of North West's corporate governance systems and standards and, in the Committee's discretion, recommend any changes to the Board for consideration; establish appropriate structures and processes for the Board so that it can function independently of management; oversee management's development of policies and practices related to shareholder engagement; and take all reasonable steps to establish systems to verify compliance with all regulatory, corporate governance and disclosure requirements. Governance Documents The Committee shall: on a regular basis, as the Committee decides, review North West's articles and by-laws, and, in the Committee's discretion, recommend any changes to the Board for consideration; on a regular basis, as the Committee decides, review and assess the following mandates, policies and position descriptions, and as applicable, receive any comments from the applicable Board committee, and in the Committee's discretion, recommend any changes to the Board for consideration: Corporate Governance Policy; Board Mandate; Audit Committee Mandate; Human Resources, Compensation and Pension Committee Mandate; Governance and Nominating Committee Mandate; Board Chair Position Description; CEO Position Description; and Individual Director Mandate, on a regular basis, as the Committee decides, review and assess the following policies, and in the Committee's discretion, recommend any changes to the Board for consideration: Whistleblower Policy; Insider Trading Policy; Confidential Information Policy; Disclosure Policy; and Code of Business Conduct and Ethics. Disclosure The Committee shall: annually review and recommend to the Board for approval, with the Human Resources, Compensation and Pension Committee's recommendations on the Compensation Discussion and Analysis, the Management Information Circular; take all reasonable steps to provide that North West's governance practices be fully disclosed in the Management Information Circular; and take all reasonable steps to provide that North West's governance documents be published on North West's website and are made available to any shareholder on request. Evaluations The Committee shall: establish and implement procedures to evaluate the performance and effectiveness of the Board, Board committees, all individual directors, the Board Chair and committee Chairs, including individual director independence; and monitor the quality of the relationship between management and the Board and individual directors and recommend improvements to the Board as necessary. Director Nominations and Resignations The Committee shall: on a regular basis, as the Committee decides, assess the size, composition and operation of the Board to ensure effective decision-making and, in the Committee's discretion, make recommendations to the Board for consideration; after consulting with the Board Chair and individual directors, annually review and assess the size, composition and Chairs of all Board committees and the Board and, in the Committee's discretion, make recommendations to the Board for consideration; periodically review successors for the Board Chair and the Board committee Chairs, and in the Committee's discretion, make recommendations to the Board for consideration; identify and assess new candidates for appointment or nomination to the Board, including any nominee appropriately recommended by a shareholder. In order to ensure effective governance and to satisfy applicable law, the Committee shall consider (i) the competencies, skills and attributes the Board, as a whole, should possess, (ii) the competencies, skills and attributes of each existing director, (iii) the diversity of gender, indigenous heritage, persons with disabilities, visible minorities (and reporting on the foregoing as required by applicable law), nationality, geography, experience and other attributes possessed by the Board as a whole, and (iv) the performance, independence, competencies, skills, attributes, financial acumen, and the ability to devote sufficient time, for each candidate, and, in the Committee's discretion, make recommendations to the Board for consideration; annually review and, in the Committee's discretion, recommend to the Board for consideration the individual directors proposed to be nominated for election at the next annual general meeting of shareholders, the appointment of such directors to specific committees of the Board, and the appointment of committee Chairs; on a regular basis, as the Committee decides, review and recommend to the Board for consideration those individual directors to be designated as independent, and if an individual director is to be recommended for the appointment to the Audit Committee, determine if the director has the appropriate financial literacy under applicable law and is an audit financial expert; review and assess North West's policies on tenure of individual directors, the Board Chair and committee Chairs and, in the Committee's discretion, recommend any changes to the Board for consideration; review and assess North West's policies on attendance, and review any material change in the status or circumstance of an individual director which may affect his or her suitability as a director, and, in the Committee's discretion, make recommendations to the Board for consideration; and (j) review the circumstances that prevented a director from achieving the minimum attendance level and report to the Board. Compensation The Committee shall regularly review the level and form of compensation of North West's directors, Board Chair and committee Chairs, considering peer practices and the duties and responsibilities of such directors and, in the Committee's discretion, recommend any changes to the Board for consideration. Risk Management The Committee shall: ensure an adequate Director and Officer Liability Insurance Policy is in place for North West and its subsidiaries; and regularly assess the risk management oversight responsibilities of the Board and each Board committee, as applicable, and recommend any changes to the Board for consideration. Share Ownership Policies The Committee shall periodically review the policy on share ownership for directors and, in the Committee's discretion, recommend any changes to the Board for consideration. Director Orientation / Education The Committee shall oversee the development, implementation and disclosure of the director orientation and education programs, including sessions on North West's business from management, and recommended educational opportunities to be made available to individual directors and paid for by North West. Conduct Review The Committee shall: take all reasonable steps to oversee conduct review pursuant to the Code of Business Conduct and Ethics, and make any resulting enquiries the Committee decides are needed; with the Board Chair, respond to potential conflict of interest situations; pre-approve any related party transactions (as defined under International Financial Reporting Standards); monitor compliance with the Insider Trading Policy, the Disclosure Policy, the Confidential Information Policy and the Whistle Blower Policy; and respond to any whistleblower incidents as necessary. Structure The Board shall appoint one of the Committee members to act as Chair of the Committee. The Committee will appoint the Corporate Secretary of North West as secretary of the Committee, who will keep minutes of all meetings. In absence of the Corporate Secretary, the Committee will appoint an acting secretary who will keep minutes of the meeting. The Committee will meet as many times as is necessary to carry out its responsibilities

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