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Governance

The Board and Management believe that effective corporate governance and duty of care to shareholders are integral to the long-term success of Dexterra Group. The Board supports the Company through its stewardship and governance over management by continually reviewing and monitoring developments to achieve a higher standard in corporate governance. The Company is compliant with all applicable Canadian Securities laws and the laws of the jurisdictions of our operations.

  • Board of Directors
  • Board Committees

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

Mr. McFarland is the Chair of the Dexterra Board and was appointed to the Board of Directors on May 29, 2020. Mr. McFarland also holds several other public company appointments, including member of the Board, Lead Director and Chair of the Audit Committee of Fairfax Financial Holdings Limited and a director and Chair of the Audit Committee of Fairfax India Holdings Corporation. Mr. McFarland brings significant financial and management experience to Dexterra. Mr. McFarland was formerly the Chief Executive Officer of PricewaterhouseCoopers Canada (2011 to June 2018). Prior to that, Mr. McFarland was a member of the executive team at PricewaterhouseCoopers Canada, from 2005 to 2011, and led the Greater Toronto Area audit practice from 2002 to 2005.

Mr. McFarland is a Chartered Professional Accountant and a fellow of the Chartered Professional Accountants of Ontario. Mr. McFarland is also a director and chairman of the following private companies: AGT Food & Ingredients Inc. and Farmers Edge Inc., and formerly was chair of the Board of the Conference Board of Canada.

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Ms. Garden has been a director of Dexterra since May 2016 and has over 30 years of executive leadership experience in business, including commercial real estate, multi-family residential real estate, seniors housing, institutional investment, and hospitality.

Ms. Garden is the principal at Mary Garden & Associates, an advisory firm working with select global clients, government and C-Suite leaders in strategic consulting, executive coaching, mentoring and workplace wellbeing. Over the course of her career, Ms. Garden has worked in executive-level positions with BCI, PwC, Delta Hotels, PKF, Holiday Inn, Radisson Hotels, Pan Capital and Keg Restaurants. From 2008 to 2015, Ms. Garden led investment teams at the British Columbia Investment Management Corporation (BCI), managing Canadian and international multi-billion-dollar, private equity real estate portfolios for institutional pension plan clients. Ms. Garden has served on the boards of Bentall Kennedy, Parkbridge Lifestyle Communities, Delta Hotels, SilverBirch Hotels & Resorts, Habitat for Humanity Canada, and was the former Chair of the University of Victoria Foundation board ($500M AUM). She is also actively engaged with numerous non-profit organizations in her community.

Ms. Garden has a BA and MBA from the University of British Columbia and holds the ICD.D, GCB.D and CCB.D designations.

Mark Becker

Chief Executive Officer

Mark Becker

Chief Executive Officer

Since May 1, 2023, Mr. Becker has been the Chief Executive Officer of Dexterra and was elected to the Board of Directors on May 10, 2023. He joined the Corporation on August 22, 2018 as President Industrial Services and was appointed Chief Operating Officer on August 18, 2020. Prior to joining Dexterra, Mr. Becker held progressive executive positions with Husky Energy, Suncor Energy, and The Dow Chemical Company in Canada and the United States.

Mr. Becker holds a Masters of Business Administration from the University of Alberta, a Bachelor of Science in Mechanical Engineering from the University of Saskatchewan, as well as an ICD.D designation from the Institute of Corporate Directors through the Rotman School of Management, University of Toronto. Mr. Becker also serves as an officer and director of various Dexterra subsidiaries.

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Mr. Nabholz was the Chair of the Dexterra Board from March 2017 until May 2020 and a director of Dexterra since May 2012.

Mr. Nabholz is an independent businessman and has over 30 years of experience in the oil sands industry. Mr. Nabholz retired as Executive Vice President, Major Projects at Suncor Energy Inc. (“Suncor”) on March 1, 2012, having been at Suncor for 25 years. Mr. Nabholz was involved in all facets of the business at Suncor, including Operations, Maintenance and Projects and in his latest role led the execution of over $30 billion of major projects.

Mr. Nabholz has served on a number of private company boards, as well as not-for-profit entities including the Northern Alberta Institute of Technology, Construction Owners Association of Alberta, Keyano College Foundation, the United Way of Fort McMurray and several others.

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

The Right Honourable David Johnston, C.C. has been a director of Dexterra since May 2020. Mr. Johnston has held several distinguished management and leadership positions in academia and government, including acting as the 28th Governor General of Canada, from 2010 to 2017. In 2018, Mr. Johnston was appointed Colonel to the Royal Canadian Regiment.

Prior to his installation as governor general, Mr. Johnston was a professor of law for 45 years and served as president and vice-chancellor of the University of Waterloo for two terms and principal and vice-chancellor of McGill University for 15 years. Mr. Johnston has also served on numerous provincial and federal task forces and committees, acted as president of the Association of Universities and Colleges of Canada (now Universities Canada) and of the Conférence des recteurs et des principaux des universités du Québec.

Mr. Johnston is a member of the Order of Canada and was promoted to companion, the Order’s highest level, in 1997. Mr. Johnston was also the first non-U.S. citizen to be elected chair of Harvard University’s board of overseers. Mr. Johnston holds degrees from Harvard, Cambridge and Queens and has received more than three dozen honorary degrees or fellowships.

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Landy has been a director of Dexterra since May 2020.

Mr. Landy co-founded the Outland Group in 1985, a major remote camp provider to government and industry in Canada’s north. Outland Group remains one of the largest reforestation companies in Canada as part of Dexterra with well over one billion trees planted during the past 35 years. Mr. Landy led Outland Group’s successful partnerships with First Nations communities across Canada in both business and education. Mr. Landy served as a director of Tangmaarvik Inland Camps Inc. and 9198-4468 Quebec Inc. (2016 to 2018) and was managing director of a partnership with the Fédération des coopératives du Nouveau-Québec in Quebec’s Nunavik region. After a long career with Outland, Mr. Landy retired from the company and joined the DIFM board of directors in 2018.

Mr. Landy holds a Bachelor of Science, Honours, from McGill University and graduated from the University of Toronto as a medical doctor in 1986.

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Newmark has been a director of Dexterra since June 2006.

Mr. Newmark has extensive and diverse business knowledge and experience throughout northern Canada and has been Chief Executive Officer of E. Gruben’s Transport Ltd. since 1990, a successful contracting firm based in the Northwest Territories.

Since 1976, he has been recognized as a leader within the Mackenzie Delta and Beaufort Sea regions and has served on numerous corporate and government boards, including the Inuvialuit Development Corporation, Norterra Inc. and the GNWT Business Loan Fund Board.

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Ms. Bull has been a director of Dexterra since January 2023.

Ms. Bull is an Anishnaabe Kwe from Nipissing First Nation and has a Bachelor of Applied Sciences from the University of Waterloo.

Since March 2020, she has served as President & CEO of the Canadian Council for Indigenous Business (“CCIB”), which is committed to help rebuild and strengthen the path toward reconciliation and a prosperous Indigenous economy to benefit all Canadians. In 2025, Ms. Bull became a member of the Council on Canada-U.S. Relations in response to the threat U.S. tariffs could have on Canadian-, including Indigenous-, business. From September 2018 to February 2020, she was the COO of CCIB and prior to that she was a Senior Manager, First Nation and Metis Relations at Independent Electricity System Operator, from 2014 to August 2018. An electrical engineer, Ms. Bull also informs Canada’s energy sector by participating on the C.D. Howe Institute’s Energy Policy program.

Ms. Bull is also a member of several other boards and committees, including Queens University Engineering Circle of Advisors, Centennial College Aboriginal Education Council, Wigwamen Housing, BMO Indigenous Advisory Circle and the Ontario Chamber of Commerce.

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Ms. Rossi has been a director of Dexterra since January 2023.

Ms. Rossi is a 30-year experienced commercial real estate professional and has recently retired from Infrastructure Ontario (“IO”), where she served as the President, Real Estate, Chief ESG Officer and Interim President and CEO (2017). She was a key member of the Executive Team that merged Ontario Realty Corp and IO in 2012. Before joining the Crown Corporation, she was in development at Oxford Properties with much of her real estate career at Cadillac Fairview. She received the 2020 Women’s Infrastructure Network Outstanding Leader Award.

A graduate from the University of Toronto, Ms. Rossi holds an Honours Bachelor of Physical and Health Education, her ICD.D from Rotman and has extensive board and community experience serving on various not-for-profit and other corporate boards and committees.  Ms. Rossi serves on the Board of North York General Hospital and recently served on Ryerson’s Realty Advisory Board, ULI’s Advisory Board, co-chaired the Federal/Provincial/Territorial Realty Committee, co-chaired the 2017 Toronto Real Estate Forum and is past Chair of the Habitat Toronto and REALPAC Boards.

Audit Committee

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Ms. Rossi has been a director of Dexterra since January 2023.

Ms. Rossi is a 30-year experienced commercial real estate professional and has recently retired from Infrastructure Ontario (“IO”), where she served as the President, Real Estate, Chief ESG Officer and Interim President and CEO (2017). She was a key member of the Executive Team that merged Ontario Realty Corp and IO in 2012. Before joining the Crown Corporation, she was in development at Oxford Properties with much of her real estate career at Cadillac Fairview. She received the 2020 Women’s Infrastructure Network Outstanding Leader Award.

A graduate from the University of Toronto, Ms. Rossi holds an Honours Bachelor of Physical and Health Education, her ICD.D from Rotman and has extensive board and community experience serving on various not-for-profit and other corporate boards and committees.  Ms. Rossi serves on the Board of North York General Hospital and recently served on Ryerson’s Realty Advisory Board, ULI’s Advisory Board, co-chaired the Federal/Provincial/Territorial Realty Committee, co-chaired the 2017 Toronto Real Estate Forum and is past Chair of the Habitat Toronto and REALPAC Boards.

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Ms. Garden has been a director of Dexterra since May 2016 and has over 30 years of executive leadership experience in business, including commercial real estate, multi-family residential real estate, seniors housing, institutional investment, and hospitality.

Ms. Garden is the principal at Mary Garden & Associates, an advisory firm working with select global clients, government and C-Suite leaders in strategic consulting, executive coaching, mentoring and workplace wellbeing. Over the course of her career, Ms. Garden has worked in executive-level positions with BCI, PwC, Delta Hotels, PKF, Holiday Inn, Radisson Hotels, Pan Capital and Keg Restaurants. From 2008 to 2015, Ms. Garden led investment teams at the British Columbia Investment Management Corporation (BCI), managing Canadian and international multi-billion-dollar, private equity real estate portfolios for institutional pension plan clients. Ms. Garden has served on the boards of Bentall Kennedy, Parkbridge Lifestyle Communities, Delta Hotels, SilverBirch Hotels & Resorts, Habitat for Humanity Canada, and was the former Chair of the University of Victoria Foundation board ($500M AUM). She is also actively engaged with numerous non-profit organizations in her community.

Ms. Garden has a BA and MBA from the University of British Columbia and holds the ICD.D, GCB.D and CCB.D designations.

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

Mr. McFarland is the Chair of the Dexterra Board and was appointed to the Board of Directors on May 29, 2020. Mr. McFarland also holds several other public company appointments, including member of the Board, Lead Director and Chair of the Audit Committee of Fairfax Financial Holdings Limited and a director and Chair of the Audit Committee of Fairfax India Holdings Corporation. Mr. McFarland brings significant financial and management experience to Dexterra. Mr. McFarland was formerly the Chief Executive Officer of PricewaterhouseCoopers Canada (2011 to June 2018). Prior to that, Mr. McFarland was a member of the executive team at PricewaterhouseCoopers Canada, from 2005 to 2011, and led the Greater Toronto Area audit practice from 2002 to 2005.

Mr. McFarland is a Chartered Professional Accountant and a fellow of the Chartered Professional Accountants of Ontario. Mr. McFarland is also a director and chairman of the following private companies: AGT Food & Ingredients Inc. and Farmers Edge Inc., and formerly was chair of the Board of the Conference Board of Canada.

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Landy has been a director of Dexterra since May 2020.

Mr. Landy co-founded the Outland Group in 1985, a major remote camp provider to government and industry in Canada’s north. Outland Group remains one of the largest reforestation companies in Canada as part of Dexterra with well over one billion trees planted during the past 35 years. Mr. Landy led Outland Group’s successful partnerships with First Nations communities across Canada in both business and education. Mr. Landy served as a director of Tangmaarvik Inland Camps Inc. and 9198-4468 Quebec Inc. (2016 to 2018) and was managing director of a partnership with the Fédération des coopératives du Nouveau-Québec in Quebec’s Nunavik region. After a long career with Outland, Mr. Landy retired from the company and joined the DIFM board of directors in 2018.

Mr. Landy holds a Bachelor of Science, Honours, from McGill University and graduated from the University of Toronto as a medical doctor in 1986.

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Newmark has been a director of Dexterra since June 2006.

Mr. Newmark has extensive and diverse business knowledge and experience throughout northern Canada and has been Chief Executive Officer of E. Gruben’s Transport Ltd. since 1990, a successful contracting firm based in the Northwest Territories.

Since 1976, he has been recognized as a leader within the Mackenzie Delta and Beaufort Sea regions and has served on numerous corporate and government boards, including the Inuvialuit Development Corporation, Norterra Inc. and the GNWT Business Loan Fund Board.

Corporate Governance and Compensation Committee

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

R. William McFarland

Independent Director | Chair of the Board | Audit Committee Member | Corporate Governance and Compensation Committee Member

Mr. McFarland is the Chair of the Dexterra Board and was appointed to the Board of Directors on May 29, 2020. Mr. McFarland also holds several other public company appointments, including member of the Board, Lead Director and Chair of the Audit Committee of Fairfax Financial Holdings Limited and a director and Chair of the Audit Committee of Fairfax India Holdings Corporation. Mr. McFarland brings significant financial and management experience to Dexterra. Mr. McFarland was formerly the Chief Executive Officer of PricewaterhouseCoopers Canada (2011 to June 2018). Prior to that, Mr. McFarland was a member of the executive team at PricewaterhouseCoopers Canada, from 2005 to 2011, and led the Greater Toronto Area audit practice from 2002 to 2005.

Mr. McFarland is a Chartered Professional Accountant and a fellow of the Chartered Professional Accountants of Ontario. Mr. McFarland is also a director and chairman of the following private companies: AGT Food & Ingredients Inc. and Farmers Edge Inc., and formerly was chair of the Board of the Conference Board of Canada.

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Mary Garden

Independent Director | Audit Committee Chair | Corporate Governance and Compensation Committee Member

Ms. Garden has been a director of Dexterra since May 2016 and has over 30 years of executive leadership experience in business, including commercial real estate, multi-family residential real estate, seniors housing, institutional investment, and hospitality.

Ms. Garden is the principal at Mary Garden & Associates, an advisory firm working with select global clients, government and C-Suite leaders in strategic consulting, executive coaching, mentoring and workplace wellbeing. Over the course of her career, Ms. Garden has worked in executive-level positions with BCI, PwC, Delta Hotels, PKF, Holiday Inn, Radisson Hotels, Pan Capital and Keg Restaurants. From 2008 to 2015, Ms. Garden led investment teams at the British Columbia Investment Management Corporation (BCI), managing Canadian and international multi-billion-dollar, private equity real estate portfolios for institutional pension plan clients. Ms. Garden has served on the boards of Bentall Kennedy, Parkbridge Lifestyle Communities, Delta Hotels, SilverBirch Hotels & Resorts, Habitat for Humanity Canada, and was the former Chair of the University of Victoria Foundation board ($500M AUM). She is also actively engaged with numerous non-profit organizations in her community.

Ms. Garden has a BA and MBA from the University of British Columbia and holds the ICD.D, GCB.D and CCB.D designations.

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Mr. Nabholz was the Chair of the Dexterra Board from March 2017 until May 2020 and a director of Dexterra since May 2012.

Mr. Nabholz is an independent businessman and has over 30 years of experience in the oil sands industry. Mr. Nabholz retired as Executive Vice President, Major Projects at Suncor Energy Inc. (“Suncor”) on March 1, 2012, having been at Suncor for 25 years. Mr. Nabholz was involved in all facets of the business at Suncor, including Operations, Maintenance and Projects and in his latest role led the execution of over $30 billion of major projects.

Mr. Nabholz has served on a number of private company boards, as well as not-for-profit entities including the Northern Alberta Institute of Technology, Construction Owners Association of Alberta, Keyano College Foundation, the United Way of Fort McMurray and several others.

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

The Right Honourable David Johnston, C.C. has been a director of Dexterra since May 2020. Mr. Johnston has held several distinguished management and leadership positions in academia and government, including acting as the 28th Governor General of Canada, from 2010 to 2017. In 2018, Mr. Johnston was appointed Colonel to the Royal Canadian Regiment.

Prior to his installation as governor general, Mr. Johnston was a professor of law for 45 years and served as president and vice-chancellor of the University of Waterloo for two terms and principal and vice-chancellor of McGill University for 15 years. Mr. Johnston has also served on numerous provincial and federal task forces and committees, acted as president of the Association of Universities and Colleges of Canada (now Universities Canada) and of the Conférence des recteurs et des principaux des universités du Québec.

Mr. Johnston is a member of the Order of Canada and was promoted to companion, the Order’s highest level, in 1997. Mr. Johnston was also the first non-U.S. citizen to be elected chair of Harvard University’s board of overseers. Mr. Johnston holds degrees from Harvard, Cambridge and Queens and has received more than three dozen honorary degrees or fellowships.

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Ms. Bull has been a director of Dexterra since January 2023.

Ms. Bull is an Anishnaabe Kwe from Nipissing First Nation and has a Bachelor of Applied Sciences from the University of Waterloo.

Since March 2020, she has served as President & CEO of the Canadian Council for Indigenous Business (“CCIB”), which is committed to help rebuild and strengthen the path toward reconciliation and a prosperous Indigenous economy to benefit all Canadians. In 2025, Ms. Bull became a member of the Council on Canada-U.S. Relations in response to the threat U.S. tariffs could have on Canadian-, including Indigenous-, business. From September 2018 to February 2020, she was the COO of CCIB and prior to that she was a Senior Manager, First Nation and Metis Relations at Independent Electricity System Operator, from 2014 to August 2018. An electrical engineer, Ms. Bull also informs Canada’s energy sector by participating on the C.D. Howe Institute’s Energy Policy program.

Ms. Bull is also a member of several other boards and committees, including Queens University Engineering Circle of Advisors, Centennial College Aboriginal Education Council, Wigwamen Housing, BMO Indigenous Advisory Circle and the Ontario Chamber of Commerce.

Enterprise Risk Management Committee

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Tabatha Bull

Independent Director | Enterprise Risk Management Committee Member | Corporate Governance and Compensation Committee Member

Ms. Bull has been a director of Dexterra since January 2023.

Ms. Bull is an Anishnaabe Kwe from Nipissing First Nation and has a Bachelor of Applied Sciences from the University of Waterloo.

Since March 2020, she has served as President & CEO of the Canadian Council for Indigenous Business (“CCIB”), which is committed to help rebuild and strengthen the path toward reconciliation and a prosperous Indigenous economy to benefit all Canadians. In 2025, Ms. Bull became a member of the Council on Canada-U.S. Relations in response to the threat U.S. tariffs could have on Canadian-, including Indigenous-, business. From September 2018 to February 2020, she was the COO of CCIB and prior to that she was a Senior Manager, First Nation and Metis Relations at Independent Electricity System Operator, from 2014 to August 2018. An electrical engineer, Ms. Bull also informs Canada’s energy sector by participating on the C.D. Howe Institute’s Energy Policy program.

Ms. Bull is also a member of several other boards and committees, including Queens University Engineering Circle of Advisors, Centennial College Aboriginal Education Council, Wigwamen Housing, BMO Indigenous Advisory Circle and the Ontario Chamber of Commerce.

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Toni Rossi

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Ms. Rossi has been a director of Dexterra since January 2023.

Ms. Rossi is a 30-year experienced commercial real estate professional and has recently retired from Infrastructure Ontario (“IO”), where she served as the President, Real Estate, Chief ESG Officer and Interim President and CEO (2017). She was a key member of the Executive Team that merged Ontario Realty Corp and IO in 2012. Before joining the Crown Corporation, she was in development at Oxford Properties with much of her real estate career at Cadillac Fairview. She received the 2020 Women’s Infrastructure Network Outstanding Leader Award.

A graduate from the University of Toronto, Ms. Rossi holds an Honours Bachelor of Physical and Health Education, her ICD.D from Rotman and has extensive board and community experience serving on various not-for-profit and other corporate boards and committees.  Ms. Rossi serves on the Board of North York General Hospital and recently served on Ryerson’s Realty Advisory Board, ULI’s Advisory Board, co-chaired the Federal/Provincial/Territorial Realty Committee, co-chaired the 2017 Toronto Real Estate Forum and is past Chair of the Habitat Toronto and REALPAC Boards.

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

David Johnston

Independent Director | Enterprise Risk Management Committee Chair | Corporate Governance and Compensation Committee Member

The Right Honourable David Johnston, C.C. has been a director of Dexterra since May 2020. Mr. Johnston has held several distinguished management and leadership positions in academia and government, including acting as the 28th Governor General of Canada, from 2010 to 2017. In 2018, Mr. Johnston was appointed Colonel to the Royal Canadian Regiment.

Prior to his installation as governor general, Mr. Johnston was a professor of law for 45 years and served as president and vice-chancellor of the University of Waterloo for two terms and principal and vice-chancellor of McGill University for 15 years. Mr. Johnston has also served on numerous provincial and federal task forces and committees, acted as president of the Association of Universities and Colleges of Canada (now Universities Canada) and of the Conférence des recteurs et des principaux des universités du Québec.

Mr. Johnston is a member of the Order of Canada and was promoted to companion, the Order’s highest level, in 1997. Mr. Johnston was also the first non-U.S. citizen to be elected chair of Harvard University’s board of overseers. Mr. Johnston holds degrees from Harvard, Cambridge and Queens and has received more than three dozen honorary degrees or fellowships.

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Kevin D. Nabholz

Independent Director | Corporate Governance and Compensation Committee Chair | Enterprise Risk Management Committee Member

Mr. Nabholz was the Chair of the Dexterra Board from March 2017 until May 2020 and a director of Dexterra since May 2012.

Mr. Nabholz is an independent businessman and has over 30 years of experience in the oil sands industry. Mr. Nabholz retired as Executive Vice President, Major Projects at Suncor Energy Inc. (“Suncor”) on March 1, 2012, having been at Suncor for 25 years. Mr. Nabholz was involved in all facets of the business at Suncor, including Operations, Maintenance and Projects and in his latest role led the execution of over $30 billion of major projects.

Mr. Nabholz has served on a number of private company boards, as well as not-for-profit entities including the Northern Alberta Institute of Technology, Construction Owners Association of Alberta, Keyano College Foundation, the United Way of Fort McMurray and several others.

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Simon Landy

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Landy has been a director of Dexterra since May 2020.

Mr. Landy co-founded the Outland Group in 1985, a major remote camp provider to government and industry in Canada’s north. Outland Group remains one of the largest reforestation companies in Canada as part of Dexterra with well over one billion trees planted during the past 35 years. Mr. Landy led Outland Group’s successful partnerships with First Nations communities across Canada in both business and education. Mr. Landy served as a director of Tangmaarvik Inland Camps Inc. and 9198-4468 Quebec Inc. (2016 to 2018) and was managing director of a partnership with the Fédération des coopératives du Nouveau-Québec in Quebec’s Nunavik region. After a long career with Outland, Mr. Landy retired from the company and joined the DIFM board of directors in 2018.

Mr. Landy holds a Bachelor of Science, Honours, from McGill University and graduated from the University of Toronto as a medical doctor in 1986.

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Russell A. Newmark

Independent Director | Audit Committee Member | Enterprise Risk Management Committee Member

Mr. Newmark has been a director of Dexterra since June 2006.

Mr. Newmark has extensive and diverse business knowledge and experience throughout northern Canada and has been Chief Executive Officer of E. Gruben’s Transport Ltd. since 1990, a successful contracting firm based in the Northwest Territories.

Since 1976, he has been recognized as a leader within the Mackenzie Delta and Beaufort Sea regions and has served on numerous corporate and government boards, including the Inuvialuit Development Corporation, Norterra Inc. and the GNWT Business Loan Fund Board.

Governance Documents

Board Mandate

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Audit Committee Charter

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Enterprise Risk Management Committee Charter

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Corporate Governance & Compensation Committee Charter

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Position Description – CEO​

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Position Description – Chair of the Board​

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Certificates and Articles of Amalgamation and Amendment​

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Corporate By-Laws

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Code of Business Conduct and Ethics​

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Majority Voting Policy​

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2023 Modern Slavery Annual Report

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