North West : HR, Comp and Pension Committee Mandate (nwc hr comp and pension committee Mandate Dec 9 2025)

About this update from North West Company Inc.

THE NORTH WEST COMPANY INC. HUMAN RESOURCES, COMPENSATION AND PENSION COMMITTEE MANDATE The Human Resources, Compensation and Pension Committee ("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 or direct responsibilities with respect to: development, compensation, and retention of Executive Officers and Senior Management of North West and its subsidiaries (as defined herein); recruitment, appointment, development, performance evaluation, compensation and retention of the Chief Executive Officer ("CEO") of North West; key compensation and human resources strategies and policies; succession planning systems and processes relating to the CEO, Executive Officers and Senior Management; regulatory duties related to, and oversight of, compensation, benefit plans and pension plans; share ownership guidelines for the CEO and Executive Officers; and the social components of North West's ESG mandate, including relating to diversity, equity and inclusion. 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. The membership of the Committee will represent a diverse background of experience and skills, including members with retail, human resources (including executive compensation), financial and management 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 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: Appointment and Compensation of Key Personnel The Committee: shall review and recommend to the Board, the appointment and terms of employment of the CEO; shall review and approve the appointment and terms of employment of any members of senior management who report directly to the CEO ("Executive Officers"); shall review and approve annually a salary grid level for senior management who are not Executive Officers, and who hold the title of either "Vice President", "Director" or "General Manager" for North West and its subsidiaries ("Senior Management"); may obtain compensation data as necessary concerning entities that would be comparable to North West, and other data deemed appropriate by the Committee, and to the extent possible, understand the basis upon which comparable entities compensate their Executive Officers and Senior Management; shall review and recommend to the Board the compensation and design of incentive plans for the CEO, Executive Officers, and Senior Management. In its review the Committee will assess the linkage of its compensation philosophy and incentive plans to North West's financial and non-financial performance, support for North West's business strategy, and alignment with North West's employee compensation philosophy; shall review and recommend to the Board, periodic changes to compensation practices and benefit plans; shall review and recommend to the Board: payouts and grants pursuant to North West's share-based incentive plans for the CEO; the CEO's annual short term incentive plan payment and measures; any discretionary bonuses for the CEO; and the adjudication of any matters impacting North West's incentive plans relating to the CEO; shall review and approve, for Executive Officers and Senior Management: payouts and grants pursuant to North West's share-based incentive plans; any discretionary bonuses for Executive Officers and Senior Management proposed by the CEO; for Executive Officers, the payments and measures under North West's annual short term incentive plan; and the adjudication of matters impacting North West's incentive plans relating to Executive Officers and Senior Management, shall identify and mitigate risks associated with North West's compensation practices and benefit plans; in connection with responsibilities related to North West' compensation program, shall consider say-on-pay advisory vote results and related feedback; shall annually review and recommend for approval to the Board, the Compensation Discussion and Analysis for inclusion in the Management Information Circular; and shall review all other compensation-related disclosure before North West publicly discloses such information. Human Resource Leadership The Committee shall: review North West's key human resources strategies and policies for general adequacy (including the social components of North West's ESG mandate), competitiveness, internal equity and cost effectiveness and, in the Committee's discretion, make recommendations to the Board for consideration; in connection with responsibilities relating to human resource management, oversee and monitor North West's diversity, equity and inclusion strategies and any related policies and, in the Committee's discretion, make recommendations to the Board for consideration; approve in each instance, the participation by the CEO on the board of directors of any other commercial entity (not including a not-for-profit board) (an ''Outside Board''), and the Committee shall review participation by any Executive Officer of North West, as approved by the CEO, to any Outside Board; periodically review any policy on share ownership for Executive Officers and Senior Management, and at the Committee's discretion, make recommendations to the Board for consideration. The Committee shall review as required the actual ownership position relative to ownership guidelines; and review the results of periodic employee opinion surveys. Chief Executive Officer (CEO) The Committee shall: annually review, and in the Committee's discretion, make recommendations to the Board for consideration regarding the CEO's corporate goals and objectives, performance measurement indicators, compensation, and incentive plans; and annually evaluate the performance of the CEO, and based on the evaluation, in the Committee's discretion, make recommendations, including with respect to CEO compensation, to the Board for consideration. Succession and Development The Committee shall: review and recommend to the Board the succession planning process for the CEO, which includes the consideration of potential internal candidates; obtain reasonable assurance that North West has appropriate strategies, systems and processes for the evaluation of Executive Officers and Senior Management, talent development and succession within North West, and shall review at least annually with the CEO the performance of and potential for advancement of each Executive Officer and member of Senior Management. The Committee may also at its discretion request information on the management resources of any part of North West or its subsidiaries; report to the Board at least annually on its appraisal of North West's CEO, Executive Officer and Senior Management succession circumstances and practices, including the effectiveness of identifying, training and preparing high-potential candidates for advancement; determine periodically, as a separate and supplementary contingency plan to the succession process, the identity of immediate replacements in the event of an emergency or otherwise unforeseen circumstances for the CEO, the Chief Financial Officer and other Executive Officers for whom emergency replacements are critical to North West's operations, and make recommendations to the Board for consideration; and review and approve any proposed appointments of Executive Officers, and the organizational structure of Executive Officers and Senior Management reporting directly to the CEO, and as recommended by the CEO, and if such changes are material in nature as determined by the Committee, recommend approval to the Board. Executive Pension Plan Plan Design The Committee shall: review and recommend to the Board for approval all decisions to initiate, merge or terminate the Executive Pension Plan, or otherwise fundamentally change the nature of the pension arrangements for the Executive Pension Plan, taking into account among other things, North West's attraction and retention goals for its Executive Officers and Senior Management; approve any trust agreement with North West as the sponsor of the Executive Pension Plan; and review and recommend to the Board for approval, all amendments to the Executive Pension Plan. Valuation and Funding The Committee shall: review and recommend to the Board for its approval on a regular basis, a funding policy which sets out guidelines with respect to the valuation and funding of the liabilities of the Executive Pension Plan; review and approve, at least annually, the major actuarial assumptions for the valuation and funding of the liabilities of the Executive Pension Plan, as recommended by the Chief Financial Officer of North West and external advisors, as required; review and approve, at least annually, the actuarial report of the Executive Pension Plan; and review and recommend for approval to the Board, at least annually, the contributions to the pension funds of the Executive Pension Plan, as recommended by the Chief Financial Officer of North West and external advisors, as required. Risk Management The Committee shall: establish and periodically review, the goals, objectives and long-term asset mix policy for the Executive Pension Plan, in terms of the proportion of the assets to be invested in various asset classes on average over the long term; establish and periodically review, the goals, objectives and investment program for the Executive Pension Plan, in terms of the number and types of investment options to be offered to the members of the plan; periodically review the performance of the investments for the Executive Pension Plan and meet annually with the investment advisor for the Executive Pension Plan; and meet as required with any advisors of the Executive Pension Plan. Communication and Education The Committee shall review and approve the communications plan and any material individual communications to members of the Executive Pension Plan relating to the education of such members of matters relating to the Executive Pension Plan.

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