Investor Relations

Governance

We believe transparency and strong corporate governance practices are vital in forging trust with the investment community. Led by the Governance Committee, our Board plays a crucial role in providing strategic direction on our corporate governance practices. Using a tailored approach, the Board develops and implements strategies that ensure accountability while driving performance and profitability.

The Way We Do Business

Our Vision and Guiding Values

DIRTT is radically and profitably modernizing the multi-billion dollar construction industry. Previously unimagined mass-custom modular solutions offer speed, design, performance and environmental sustainability for the built environment. The result is a powerful investment for our Clients and a potent strategy for DIRTT as a company.
Read about the values that drive DIRTT.

The DIRTT Code: Our Way of Doing Business

DIRTT is radically and profitably modernizing the multi-billion dollar construction industry. Previously unimagined mass-custom modular solutions offer speed, design, performance and environmental sustainability for the built environment. The result is a powerful investment for our Clients and a potent strategy for DIRTT as a company.
Read about the DIRTT Code.

The DIRTT Integrity Program

The DIRTT Integrity Program 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 program is Whistleblower Policy. For DIRTT, it is more encompassing.
Read about the DIRTT Integrity Program.

Complying with DIRTT Ethics

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.
Read the DIRTT Integrity Program for more details on how to report a possible violation.

Disclosure Policy

DIRTT’s Disclosure and Insider Trading Policy guides how we ensure our shareholders have equal and timely access to Material Information about the Corporation. It also details the steps we take to identify, manage and share information in a way that meets market guidelines and lets employees and shareholders follow our growth and progress.
Read the DIRTT Disclosure and Insider Trading Policy.


Committee Charters

The Board has three standing committees: the Audit Committee; the Human Resources & Compensation Committee; and the Corporate Governance Committee.

Audit Committee

Chair: Christine McGinley
Members: Wayne Boulais, Lawrence D. Fairholm and Denise Karkkainen

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. 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.
Read the Audit Committee Charter.

Human Resources & Compensation Committee

Chair: Diana Propper de Callejon
Members: Denise Karkkainen, Lawrence D. Fairholm and Richard Haray

The Board has determined that all of the members of the Human Resources & 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 Human Resources & Compensation Committee. The Human Resources & 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 Human Resources & 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 Human Resources & Compensation Committee meets at least [once] per year.
Read the Human Resources & Compensation Committee Charter.

Corporate Governance Committee

Chair: Denise Karkkainen
Members: Lawrence D. Fairholm, Christine McGinley and Steve Parry

The Board has determined that all of the members of the Corporate 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 Corporate Governance Committee. The Corporate 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 Corporate Governance Committee meets at least two times annually.
Read the Corporate Governance Committee Charter.


Board Mandate

The role of the Board is to focus on governance and stewardship of the business carried on by the Corporation and its subsidiaries as a whole. The Board will review strategy, assign responsibility for achievement of that strategy, and monitor performance against those objectives. In fulfilling this role, the Board will regularly review the strategic plans developed by management so that they continue to be responsive to the changing business environment in which the Corporation and its subsidiaries operate. Read DIRTT's Board Mandate. Read about the DIRTT Code - Our Way of Doing Business.


The Business of Sustainability

Our sustainability initiatives are measurable and contribute to the environmental wellbeing of where we live and work. Our goal is to help protect the world’s finite resources - land, air, water, flora and fauna by implementing sustainable behaviors that significantly improve the way we operate, build and deliver our solutions.
Find out how we actively work to diminish the effects of climate change through our interior solutions.

Leadership

Executive Team


Board of Directors

    Director Emeritus

  • James Gosling