NorthWestern : ISS Governance Report (2021 Data)

Table of Contents
Composition of the Highest Governance Body and its Committees GRI 102-22	2
Chair of the Highest Governance Body GRI 102-23	3
Non-Executive Chairperson/ Lead Director	3
Governance Structure GRI 102-18	4
Board Composition Details	5
CEO Details	6
Board Effectiveness	6
Additional Compensation	7
Material Related-Party Transactions (RPTs)	7
Board Support and Responsiveness	8
Board Age/Tenure	8
C-suite Level Diversity	9
Diversity of Governance Bodies and Employees GRI 405-1	9
Use of Equity	10
Clawback Provision for Executive Compensation	10
Vesting Years	11
Stock Ownership	11
Management Ownership Requirements	11
Compensation Report	12
Compensation Linkage	13
Diversity and Inclusion Performance Measures	14
Golden Parachute Agreements	14
Remuneration Policies GRI 102-35	15
Say On Pay Provision	15
Special Grants	16
Shareholder Votes	16
Shareholder Voting Rights	16
Blank Check	17
Poison Pill Plan	17
Special Meeting	17
Shareholder Rights & Restrictions	18
Shareholder Meeting & Voting	18
Independent Directors	19
Audit Fees	19
Auditor Ratification and Employment	19
Audit Details	20
Non-Compliance with Laws and Regulations in the Social and Economic Area GRI 419-1	20
Indep Committees	21
Information Security Briefing	22
Information Security Board Experience	22
Cybersecurity Program	23
Information Security Breach Expenses	23
IT Security/ Cybersecurity Breaches	24
IT Security/ Cybersecurity Measures	24

Composition of the Highest Governance Body and its Committees GRI 102-22

ISS Governance Number: Q9; Q10; Q304; Q354; Q378; Q386

General Disclosures / Governance / Composition of the Highest Governance Body and its Committees GRI 102-22

Composition of the highest governance body and its committees.

	Male	Female	Total Number
Total board members with executive functions	1	0	1
Total non-executive directors (excluding independent directors)	0	0	0
Total independent non-executive directors on the board	4	3	7
Total board	5	3	8
	Total
Membership of under-represented social groups	1
Stakeholder Representation:	0
Vacancies on the board:
Board member	Other commitments	Competences relating to economic,	Stakeholder	Tenure/term
		environmental and social impacts	representation	length
Dana Dykhouse	Chief Executive Officer,	Finance, executive, service territory,	No	12
	First PREMIER Bank	board.
Tony Clark	Senior Advisor, Wilkinson	Utility, executive, regulatory, legal/public	No	5
	Barker	policy, board.
Jan Horsfall	Managing Partner, Red	Finance, executive, technology,	No	6
	Surfboard, LLC	information, cyber, legal/public policy,
		marketing, board.
Britt Ide	President, Ide Energy &	Utility, executive, regulatory, engineering,	No	4
	Strategy	technology, information, cyber, service
		territory, legal/public policy, marketing,
		board.
Bob Rowe	Chief Executive Officer,	Utility, finance, executive, regulatory,	No	13
	NorthWestern	service territory, legal/public policy,
	Corporation	board.
Linda Sullivan	Retired Executive Vice	Utility, finance, executive, regulatory,	No	4
	President and Chief	technology, information, cyber, board.
	Financial Officer of
	American Water
Mahvash Yazdi	President, Feasible	Utility, finance, executive, technology,	No	2
	Management Consulting	information, cyber, board.
Jeff Yingling	Partner, Energy Capital	Utility, finance, executive, technology,	No	2
	Ventures	information, cyber, board.
Diversity is a concept that is difficult to simply define or measure, especially in a questionnaire
completed by companies located around the world. For this reason, explain any diversity, as
your company defines it, among the directors on your Board or other governing authority.
Ethnic Diversity; 1 Middle Eastern director
Gender Diversity: 3 female, 4 male directors
Age Diversity: age 40-49, 2 directors; age 50-59, 1 director; age 60-69, 5 directors
Tenure Diversity: less than two years, 2; 3-9 years, 4; 10+ years, 2
Board type
One-tier
Two-tier

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NorthWestern Energy

Female Chief Executive Officer or Equivalent

Yes

No

Female Chairperson or Equivalent

Yes

No

Data publicly available:

Yes	Link to disclosure:Proxy Materials (northwesternenergy.com)

References:

2021 Proxy StatementPage(s)53 49-

Chair of the Highest Governance Body GRI 102-23

ISS Governance Number: Q14

General Disclosures / Governance / Chair of the Highest Governance Body GRI 102-23 Whether the chair of the highest governance body is also an executive officer in the organization.

Roles of Chairman and Chief Executive (or their equivalents) are separate.

Role of CEO and Chairman is split and former CEO-Chairman is now Chairman.

Role of CEO and Chairman is split and chairman is non-executive but not independent.

Role of CEO and Chairman is split and former CEO-Chairman is now Chairman, and an independent lead director is appointed. Role of Chairman and CEO is joint.

Role of Chairman and CEO is joint, and an independent lead director is appointed.

If an independent lead director is appointed (split or joint), please indicate name:

The company has a presiding director in its Board of Directors:

No

Chairman is non-executive and independent

Chairman is an executive director

If chairman is non-executive and independent, indicate when this approach was adopted:	17 years ago

Data Publicly Available:

Yes

Additional Comments

RID14 and MSCI: The Board Chair is independent

References:

2021 Proxy StatementPage(s)47

Non-Executive Chairperson/ Lead Director

ISS Governance Number: Q16

General Disclosures / Governance / Non-Executive Chairperson/ Lead Director

Generated from OneReport

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NorthWestern Energy

Is the board of directors/supervisory board headed by a non-executive and independent chairman and/or an independent lead director? Please indicate where this information is available in your public reporting or corporate website.

	Attach up to five (5) public URLs indicating where this information is available in your public reporting or corporate website.
	https://www.northwesternenergy.com/our-company/investor-rela...
	2021 Proxy Statement		Page(s) 48, 50, 55
	Corporate Governance Guidelines		Page(s) 1
	Chairman is non-executive and independent.		Number of years this approach has been adopted: 17
	Role of CEO and chairman is split and former CEO/chairman (presently in a non-executive position) is now chairman
	Role of CEO and chairman is split and chairman is non-executive but not independent
	Role of CEO and chairman is split and former CEO/chairman is now chairman, but independent lead director is appointed
	Role of chairman and CEO is joint, but independent lead director is appointed
	Role of chairman and CEO is joint or chairman is an executive director
	We do not report this information.
	Not applicable. Please provide explanations in the appropriate comment box below.
	Not known.
Additional Comments
Q16: Yes
References:
	2021 Proxy Statement	Page(s) 48, 50,
	55
	Corporate Governance	Page(s) 1
	Guidelines

Governance Structure GRI 102-18

ISS Governance Number: Q23; Q27; Q28; Q33; Q34; Q306

General Disclosures / Governance / Governance Structure GRI 102-18

Governance structure of the organization, including committees of the highest governance body and committees responsible for the decision-making on economic, environmental, and social topics.

Committee Function	Name of Committee	Formal Board	Number of	Number of Non-	Number of	Committee
		Responsibility?	Executive	Executive Directors	connected	chairperson is
			Directors	(NEDs)	NEDs	independent
Audit/Accounting	Audit Committee		0	3	0	Yes
					No
Remuneration/ Compensation	Human Resources Committee		0	3	0	Yes
					No
Nomination	Nominating and Governance Committee		0	3	0	Yes
					No
Worldwide Labor Policies and Practices	Human Resources Committee		0	3	0
Human Rights Issues	Human Resources Committee		0	3	0
Diversity and Employment Equity	Human Resources Committee		0	3	0
Supply Chain Social Responsibility	Safety, Environmental, Technology and Operations		0	3	0
	Committee

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NorthWestern Energy

Corp. Social Responsibility, Corp. Citizenship,			0	3	0
Sustainable Development	Safety, Environmental, Technology and Operations
		Committee, Governance Committee, Board of
		Directors
Health and Safety	Safety, Environmental, Technology and Operations		0	3	0
		Committee
Environmental Issues	Safety, Environmental, Technology and Operations		0	3	0
		Committee
Risk Management	Audit Committee, Board of Directors		0	3	0
Ethics Issues	Audit Committee, Nominating and Governance		0	3	0
		Committee; Board of Directors
Political Involvement	Nominating and Governance Committee		0	3	0
Customer Service and Quality	Safety, Environmental, Technology and Operations		0	3	0
		Committee
Community and Public Relations	Nominating and Governance Committee		0	3	0
Charitable Giving	Nominating and Governance Committee		0	3	0
Is the company's governance structure data publicly
available?
Yes
Link to	Corporate Governance
(northwesternenergy.com); Proxy Materials
disclosure:(northwesternenergy.com)

Additional Comments

Bloomberg

• Committee were composed of 4 NEDs from 2013-2020; 2021 the committee size became 3 NEDs
• All committees and committee chairs are NEDs

ISS

Q23: The chair of the Nominating and Governance Committee is an Independent NED

Q27: There are no executives on the Human Resources Committee

Q28: The chair of the Human Resources Committee is an Independent NED

Q33: There are no executives on the Audit Committee

Q34: The chair of the Audit Committee is an Independent NED

Q306: There are no executives on the Nominating and Governance Committee

Board Composition Details

ISS Governance Number: Q36; Q38; Q39; Q205; Q206; Q401

General Disclosures / Governance / Board Composition Details

Publicly disclosed details regarding NorthWestern Energy 's board of directors.

Number of executive directors who serve on a significant number of outside boards:	0
Number of non-executive directors who serve on a significant number of outside boards:	0
Number of outside boards Board Chair serves on:	0

Percentage of the board consisting of immediate family members of majority shareholders, executives and former executives within the past five years: 0

Percentage of the board who are former or current employees of the company:	12.5
Percentage of the board who have familial relationships with other directors:	25

Additional Comments

NorthWestern has 8 directors. One of those directors is NorthWestern's CEO, a current employee of the company. Two of the independent directors are first cousins.

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NorthWestern Energy