DIRTT

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

DIRTT CODE

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.

INTEGRITY & ETHICS

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 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.

DISCLOSURE

DIRTT’s Disclosure and Insider Trading Policy guides how we ensure our shareholders have equal and timely access to Material Information. It 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 progress.

Board of Directors

The role of the Board is to focus on governance and stewardship of the business. The Board will review strategy, assign responsibility, and monitor performance against those objectives. The Board will regularly review the strategic plans developed by management so they continue to be responsive to the changing business environment.

  • Mogens Smed

    Executive Chair

  • Steve Parry

    Independent Lead Director

  • Gregory Burke

  • Christine McGinley

  • Todd Lilibridge

  • Wayne Boulais

  • Denise Karkkainen

  • Richard Haray

  • John F. (Jack) Elliott

  • Ronald W. Kaplan

Committee Charters

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

AUDIT

CHAIR: Christine McGinley
MEMBERS: Wayne Boulais, Denise Karkkainen and John F. (Jack) Elliott

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.

HUMAN RESOURCES & COMPENSATION

CHAIR: Richard Haray
MEMBERS: Denise Karkkainen, Todd Lillibridge and John F. (Jack) Elliott

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 twice annually.

CORPORATE GOVERNANCE

CHAIR: Denise Karkkainen
MEMBERS: Christine McGinley, Steve Parry and Ronald W. Kaplan

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 twice annually.

STAKEHOLDER ENGAGEMENT

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

Stay up to date. Register to receive an email containing the full text of DIRTT Environmental Solutions' news releases as they are published.

Register Now

Close