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DIRTT Environmental Solutions Ltd.Nominating & GovernanceCommittee CharterFebruary 24, 2021
Nominating & GovernanceCommittee CharterA.RESPONSIBILITYThe Nominating & Governance Committee (the “NGC”) is a standing committee of the Board of Directors (the “Board”) of DIRTTEnvironmental Solutions Ltd. (the “Company”). The primary purpose of the NGC is to assist the Board inundertaking and fulfilling its oversight responsibilities in relation to:a.the Company’s overall approach to corporate governance;b.the size, composition, structure and functioning of the Board and its committees;c.orientation and continuing education for directors;d.related party transactions and other matters involving conflicts of interest;e.corporate responsibility and sustainability, including environmental, social and other public issues of significance to theCompany and its stakeholders; andf.B.any additional matters delegated to the NGC by the Board.COMPOSITIONThe Board will appoint a minimum of three directors to be members of the NGC. Each member of the NGC must be “Independent” asdefined by applicable securities laws and exchange rules. For the purposes of this Charter, “applicable securities laws and exchangerules” refer to: (a) the Securities Act (Alberta) and the equivalent thereof in each province and territory of Canada in which the Companyis a “reporting issuer” or equivalent thereof, together with the regulations, rules and blanket orders of the securities commission orsimilar regulatory authority in each of those jurisdictions; (b) the United States Securities Act of 1933, the United States SecuritiesExchange Act of 1934 and any rules or regulations thereunder; and (c) the rules of each of the Toronto Stock Exchange and TheNasdaq Stock Market LLC (“Nasdaq”), to the extent that applicable.Under exceptional and limited circumstances, one non-independent director may be appointed to the NGC if permissible underapplicable securities laws and exchange rules, and subject to all limitations therein. Notwithstanding the foregoing membershiprequirements, and subject to applicable law, no action of the NGC will be invalid by reason of any such requirement not being met atthe time the action is taken. The members of the NGC will be selected by the Board on the recommendation of the NGC.C.DUTIESThe NGC is responsible for performing the duties set out below as well as any other duties that are otherwise required by applicablesecurities laws and exchange rules or other applicable laws and regulations, or delegated to the NGC by the Board. The NGC willhave the authority to delegate any of its responsibilities, along with the authority to take action in relation to those responsibilities, toone or more subcommittees as the NGC may deem appropriate in its sole discretion.1.Approach to Corporate GovernanceThe NGC will review the Company’s overall approach to corporate governance and make recommendations to the Board in thisregard. The NGC will:a.Review the key documents, policies and procedures comprising the Company’s corporate governance framework,including the board mandate, equity ownership guidelines of non-employee directors, and charters of the Boardcommittees, and, in the NGC’s discretion, recommend any amendments to the Board for consideration;b.ensure that applicable corporate governance documents are publicly disclosed on the Company’s website or otherwisemade available to any shareholder on request, if required under applicable securities laws and exchange rules;c.review and recommend the implementation of structures and procedures to facilitate the Board’s independence frommanagement and to avoid conflicts of interest;DIRTT ENVIRONMENTAL SOLUTIONS Nominating & Governance Committee Charter2
Nominating & GovernanceCommittee Charterd.lead the Board in the annual performance evaluation of the Board and its committees;e.review and recommend to the Compensation Committee the form and amount of non-employee director compensation; andf.as appropriate, oversee and monitor developments in the area of corporate governance and recommend initiatives that willhelp the Company maintain high standards of corporate governance.2.Board and Committee CompositionAnnually, the NGC will examine the Board and recommend a size that facilitates effective decision-making. In addition, the NGCwill recommend the number of Board positions to be filled by Independent Directors, who must comprise at least a majority of themembers of the Board.The NGC will also review the overall composition of the Board, taking into consideration factors such as the needs of the Company,the business experience and specific areas of expertise of each director, independence, integrity and diversity (including factors setforth in the Company’s diversity policy) and make recommendations to the Board as it determines appropriate. The NGC will alsodesignate one member of the Audit Committee as the “audit committee financial expert” (as defined by the United States Securitiesand Exchange Commission (“SEC”)) and as “financially sophisticated” (as defined by Nasdaq).The NGC will evaluate whether the necessary and appropriate committees exist to support the work of the Board and will makerecommendations to the Board regarding the composition and allocation of responsibilities among committees, the creation ofadditional committees or subcommittees, or the elimination of committees as it determines to be appropriate.3.Director IndependenceEach year, the NGC will:a.review the relationships between management of the Company and each director and report the results of its review to theBoard, which will then determine which directors satisfy the applicable independence standards under applicable securitieslaws and exchange rules; andb.determine whether or not each director serving on a Board committee is independent, disinterested or a non-employeedirector under the standards of applicable securities laws and exchange rules applicable to the committees on which thedirector is serving or may serve and report the results of its review to the Board, which will then determine which directorsqualify as an independent, disinterested or non-employee director under the standards of applicable securities laws andexchange rules.Directors who are employees of the Company will not receive any additional compensation for service on the Board.4.Director NominationsExcept where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors,the NGC will identify individuals qualified to become members of the Board, consistent with the criteria approved by the Board, andrecommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of shareholders,and the persons to be elected by the Board to fill any vacancies on the Board. The NGC may, in its discretion, retain a search firm toprovide additional candidates.Prior to recommending to the Board that an existing or new director should be nominated for election as a director or that a newdirector should be appointed to fill a vacancy, the NGC will consider and review, as applicable, the overall skills and competenciesof the Board as a whole and the director’s or director candidate’s (i) relevant experience, skills, qualifications and contributions,including to any Board committees on which the director may serve, (ii) past Board and committee meeting attendance andperformance, (iii) length of Board service or service on boards of directors of other companies, (iv) personal and professionalintegrity, (v) independence under the standards of applicable securities laws and exchange rules, and (vi) responsibilities that wouldmaterially interfere with or be incompatible with Board membership.DIRTT ENVIRONMENTAL SOLUTIONS Nominating & Governance Committee Charter3
Nominating & GovernanceCommittee CharterThe NGC will consider recommendations for directors that are received from the Company’s shareholders and that comply withthe procedures outlined in the Company’s articles of incorporation and bylaws (as amended from time to time), the BusinessCorporations Act (Alberta) and applicable securities laws and exchange rules. Periodically, the NGC will review the criteria for thenomination of director candidates and approve changes to the criteria, as appropriate.5.Majority Voting PolicyIf necessary, the NGC will consider director resignations received as a result of the Company’s majority voting policy and will makerecommendations to the Board thereon.6.Appointments to Board CommitteesThe NGC will recommend to the Board those directors it considers qualified for appointment to each Board committee.7.Appointment of Lead DirectorThe NGC will recommend to the Board an Independent Director it considers qualified for appointment to the role of Lead Director, ifthat position is necessary or desired.8.Director Orientation and Board DevelopmentThe NGC will develop and oversee the execution of orientation and continuing education programs for new and existing directors ofthe Company. These programs should inform directors as to matters affecting, or that may affect, the Company’s strategies, majorrisks and operations and should keep directors informed and updated regarding their duties and obligations as directors. The NGCwill recommend resources required to execute these plans for Board approval.9.Board EvaluationThe NGC will recommend to the Board, and periodically update its recommendation about, the process to evaluate theeffectiveness of the Board as a whole, as well as the committees of the Board and individual directors, to determine whether theyare fulfilling their respective responsibilities and duties. Once the process is approved, the NGC will oversee the execution of theevaluation process. The NGC may report, or may cause a report to be made, to the full Board about the evaluations.10.Related Party Transactions and Conflicts of InterestThe NGC will review, approve or ratify, or disapprove all material, related-party transactions and situations involving any potentialconflict of interest in accordance with the Company’s code of conduct (the “DIRTT Code”), code of ethics, and related partytransactions policy. Additionally, the NGC will review and make recommendations to the Board regarding any other proposedmaterial, related-party transactions and situations involving any potential material conflict of interest that are not required to be dealtwith by a different independent special committee pursuant to applicable securities laws and exchange rules or Board resolution.Any member of the NGC who is a party to, has a material interest in, or has an actual or potential conflict of interest in the proposedtransaction to be considered, or any member who is not an Independent Director, must not participate in the NGC’s deliberations onthe transaction and must abstain from any vote on that transaction.11.Code of ConductThe NGC will review and assess the DIRTT Code from time to time to confirm that it addresses, among other things, conflictsof interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of the Company’s assets, compliancewith applicable laws, rules and regulations (including insider trading laws) and the reporting of illegal or unethical behavior, andestablishes mechanisms to facilitate the effective operation of the DIRTT Code. The NGC may also review any waivers of the DIRTTCode sought by directors or members of senior management and make recommendations to the Board.DIRTT ENVIRONMENTAL SOLUTIONS Nominating & Governance Committee Charter4
Nominating & GovernanceCommittee Charter12.Corporate Responsibility and SustainabilityThe NGC will review the Company’s policies, programs, practices and reporting that relate to corporate responsibility andsustainability, including environmental, social (such as diversity and inclusion), political, legislative and other public issues that couldimpact the Company. The NGC will periodically review reports from senior management on the progress of the Company’s keycorporate responsibility and sustainability initiatives.13.Other Board ServiceWhen a director seeks to serve on the board of directors or advisory board of anothing for-profit entity (whether public or private),the NGC will review the directorship and make recommendations to the Board. The NGC will consider, among other things, whetherthat service presents any independance, conflicts or other material issues for the Company.D.REPORTINGThe NGC will:a.regularly report to the Board on all significant matters it has addressed and with respect to such other matters that arewithin its responsibilities; andb.assist the Board in reviewing and approving public disclosure as may be required by applicable securities laws andexchange rules, with respect to corporate governance matters.E.MEETINGSSubject to the Company’s bylaws and articles and the requirements under applicable securities laws and exchange rules (and inparticular, the Business Corporations Act (Alberta)):1.SchedulingThe NGC will meet at least twice annually, or more frequently as it determines is necessary to fulfill its responsibilities. A meeting ofthe NGC may be called by the Chair of the NGC (“NGC Chair”), the Chair of the Board, the Lead Director (if any), the chief executiveofficer, or any NGC member. Meetings will be held at a location determined by the NGC Chair.2.NoticeNotice of the time and place of each meeting will be given to each member either by telephone or other electronic means not less than 48hours before the time of the meeting. Meetings may be held at any time without notice if all of the members have waived or are deemed tohave waived notice of the meeting. A member participating in a meeting will be deemed to have waived notice of the meeting.3.Chair and Distribution of MaterialsThe NGC Chair will preside as chair of each meeting and will establish, when practicable, the agenda for each meeting and leaddiscussion on meeting agenda items. In the absence of the NGC Chair at a meeting of the NGC, the members in attendance willselect one of them to act as chair of that meeting.The NGC Chair should distribute meeting materials, if any, to the NGC members with sufficient time to review prior to scheduledmeetings when practicable.Any member of the NGC may propose the inclusion of items on the agenda, request the presence of or a report by any member ofsenior management, or at any meeting raise subjects that are not on the agenda for the meeting.DIRTT ENVIRONMENTAL SOLUTIONS Nominating & Governance Committee Charter5
Nominating & GovernanceCommittee Charter4.Attendance and ParticipationEach member is expected to attend and participate in all meetings.Meetings may, at the discretion of the NGC, include other directors, members of the Company’s management, independent advisersand consultants, or any other persons whose presence the NGC believes to be necessary or appropriate. Those in attendance mayobserve the meeting of the NGC, but may not participate in any discussion or deliberation unless invited to do so by the NGC, andin any event are not entitled to vote. Notwithstanding the foregoing, the NGC may also exclude from its meetings any persons itdeems appropriate, including, but not limited to, any director who is not a member of the NGC and any member who has a conflictof interest with respect to the matter being considered.5.QuorumA majority of the members will constitute a quorum for any meeting of the NGC.6.Voting and ApprovalAt meetings of the NGC, each member will be entitled to one vote. Matters will be decided by an affirmative vote of a majority ofmembers present at a meeting at which a quorum is present. In case of an equality of votes, the NGC Chair will not have a secondor casting vote in addition to his or her original vote. The NGC may also act by unanimous written consent by all members entitledto vote on that resolution in lieu of a meeting.7.ProceduresProcedures for NGC meetings will be determined by the NGC Chair unless otherwise determined by the bylaws of the Company ora resolution of the NGC or the Board.8.Minutes of MeetingsThe NGC may appoint one of its members or any other person to act as secretary at any meeting thereof, who will, among otherthings, keep minutes of the proceedings of the NGC and will timely circulate copies of the minutes to each member.F.NGC CHAIREach year, the Board will appoint one member to be NGC Chair. If, in any year, the Board does not appoint a NGC Chair, theincumbent NGC Chair will continue in office until a successor is appointed.G.REMOVAL AND VACANCIESAny member of the NGC may be removed and replaced at any time by the majority vote of the Board. The Board will fill vacancieson the NGC by appointment from among qualified members of the Board on the recommendation of the NGC. If a vacancy existson the NGC, the remaining members will exercise all of its powers so long as a quorum remains in office.H.ASSESSMENTThe NGC’s performance will be evaluated in accordance with the Board-approved process in order to determine its effectiveness infulfilling its responsibilities and duties as set out in this Charter and in a manner consistent with the Board Mandate adopted by the Board.I.REVIEW AND DISCLOSUREThe NGC will review this Charter and submit proposed amendments to the Board for approval as it deems necessary or appropriate.The Company will post and disclose this Charter as required by applicable securities laws and exchange rules.DIRTT ENVIRONMENTAL SOLUTIONS Nominating & Governance Committee Charter6
MAY2018 & GovernanceNominatingDiggin’It CharterCommitteeJ.ACCESS TO OUTSIDE ADVISERSThe NGC may, in its sole discretion, retain and determine funding for legal counsel, consultants, as well as other experts and advisers,including any director search firms (collectively, “Advisers”). The NGC has the authority to retain, approve the fees payable to, amendthe engagement with, and terminate any Adviser, as it deems necessary or appropriate to fulfill its responsibilities. The Company mustprovide for appropriate funding, as determined by the NGC, for payment of a) compensation to any Adviser engaged by the NGC andb) ordinary administrative expenses of the NGC that are necessary or appropriate in carrying out its duties.If the NGC engages an Adviser, then the NGC is directly responsible for the appointment, compensation and oversight of theAdviser. Prior to any such engagement, the NGC will analyze the relationships the counsel, consultants or advisers have withmembers of the NGC as well as management and the Company as a whole.The NGC and any outside advisers retained by it, will have access to all records and information relating to the Company which itdeems relevant to the performance of its duties.Although the NGC members have the duties and responsibilities set forth in this Charter, nothing in this Charter is intended tocreate, or should be construed as creating, any responsibility or liability of the NGC members, except to the extent otherwiseprovided under applicable law. In addition, nothing in this Charter is intended to preclude or impair the protection provided in law forgood faith reliance by NGC members on reports or other information provided by others.
defined by applicable securities laws and exchange rules. For the purposes of this Charter, “applicable securities laws and exchange rules” refer to: (a) the Securities Act (Alberta) and the equivalent thereof in each province and territory of Canada in which the Company . the business
