Governance

DIRTT’s culture is built on trust. We’re colleagues, stakeholders and team members. We work together. We help and care about each other, our partners and clients. We take great pride in our work. And we do business ethically and responsibly. We rely on each other to speak truthfully, honour commitments, and treat others with professionalism and respect. We’re passionate about improving the world around us. Environmental solutions is part of our name, after all. Every level of our company reflects a devotion to the wellbeing of our planet. We mitigate waste and reduce our carbon footprint. It’s central to who we are and everything we do.

The DIRTT Integrity Policy provides guidance for every director, officer, consultant and employee of the Corporation to maintain the highest integrity. And it provides procedures to follow when the integrity of any person’s actions or perceived actions are not in accordance with our responsibilities. Many companies call this the Whistleblower Policy. For DIRTT, it’s more encompassing.

If you believe someone with DIRTT has violated the company’s Integrity Program, you may confidentially report their actions to the DIRTT Audit Committee or call the confidential 24/7/365 hotline at 1-866-921-6714 and speak to a live agent.

CHAIR: Shauna King
MEMBERS: Michael Ford, Denise Karkkainen and Jim Lynch

The Board has determined that all of the members of the Audit Committee are independent and financially literate as such terms are defined by NI 52-110 and Shauna King and Michael Ford are financial experts. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

• the integrity of the Company’s financial statements;
• the Company’s compliance with legal and regulatory requirements related to financial reporting;
• the qualifications, independence and performance of the Company’s auditor; and
• the design, implementation and maintenance of internal controls and disclosure controls.

The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to determine the compensation of such advisors. The Audit Committee meets at least four times annually.

CHAIR: Todd Lillibridge
MEMBERS: Denise Karkkainen and Steve Parry

The Board has determined that all of the members of the Compensation Committee are “independent” as that term is defined by NI 52-110. The Board has developed a written charter setting forth the responsibilities, powers and operations of the Compensation Committee. The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

• the selection and retention of senior management;
• the compensation of senior management;
• professional development for senior management; and
• the management of benefit plans for employees.

The Compensation Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to determine the compensation of such advisors. The Compensation Committee meets at least twice annually.

CHAIR: Denise Karkkainen
MEMBERS: Diana Rhoten and Todd Lillibridge

The Board has determined that all of the members of the Nominating and Governance Committee are “independent” as such term is defined by NI 52-110. The Board has adopted a written charter setting forth the responsibilities, powers and operations of the Nominating and Governance Committee. The Nominating and Governance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

• the Company’s overall approach to corporate governance;
• the size, composition and structure of the Board and its committees;
• orientation and continuing education for directors; and
• related party transactions and other matters involving conflicts of interest.

The Nominating and Governance Committee meets at least twice annually.

DIRTT’s Board is committed to regular and meaningful engagement with stakeholders. The Board Shareholder Communication and Engagement Policy outlines how the Board communicates with stakeholders and how stakeholders can communicate with management and the Board.