New Initiative — January 2026
Canada's first collaborative proxy voting policy
Mosaic is a royalty-free voting policy designed by and for committed Canadian investors. Open, adaptable, and grounded in shared principles of responsible investment.
9
Topics covered
39
Pages of guidelines
100%
Canadian & independent
Free
Royalty-free & open
Why Mosaic
A voting framework built for
the Canadian context
Expectations around autonomy and transparency in proxy voting practices are intensifying. Mosaic offers a credible, open, and collaborative alternative.
Independent analytical framework
Reduce your reliance on foreign proxy advisors. Mosaic provides an analytical framework entirely designed in Canada, by Canadian investors, aligned with local regulatory realities.
Collaborative and open
Co-developed with Canadian pension funds, foundations, and asset managers. Each organization can adopt it in full, incorporate specific criteria, or adapt it to their own policy.
Comprehensive coverage
From board governance to artificial intelligence, including climate, human rights, and executive compensation — 9 topics cover the full range of issues submitted to shareholder vote.
Grounded in international standards
The guidelines are built on the UN Guiding Principles, ILO standards, the Paris Agreement, the SDGs, and IFRS S1/S2 frameworks — a credible and globally recognized foundation.
Executive summary
What the Mosaic policy covers
An overview of the 9 topics covered by the guidelines. For each issue, Mosaic provides clear positions and precise voting criteria.
01
Board of Directors
Requires at least two-thirds independent members. Strict independence criteria including a 10-year tenure cap. Separation of board chair and CEO roles. Overboarding limits and a minimum 75% attendance threshold. Support for employee representation on the board and opposition to classified boards.
Governance
02
Compensation
Opposition to CEO-to-worker pay ratios exceeding 200:1. Requires ESG criteria in executive compensation. Rejection of omnibus plans, phantom shares, and excessive golden parachutes (beyond 2x salary). Mandatory clawback provisions. Annual say-on-pay vote.
Governance
03
Auditor
Opposition when non-audit fees exceed 25% of total fees. Auditor tenure limit of 10 years. Requires financial statements to reflect material climate-related risks, in line with Carbon Tracker Initiative recommendations.
Governance
04
Capital & Shareholder Rights
Clear dilution thresholds for share issuances (20-50%). Opposition to dual-class share structures and supermajority requirements. Protection of the right to call special meetings (10% threshold). Minimum 25% quorum requirement.
Governance
05
M&A & Takeover Defences
Case-by-case evaluation of mergers and acquisitions using a structured framework covering financial valuation, governance impact, process integrity, and stakeholder considerations. Detailed criteria for shareholder rights plans (poison pills), including a minimum 20% trigger threshold.
Governance
06
Climate Change
Support for GHG emissions disclosure and transition plans aligned with the Paris Agreement. Requires absolute 5 and 10-year targets, independent emissions audits, and cessation of new fossil fuel project financing. Nuanced position on Say on Climate — abstention to avoid excessive formalization.
Environment
07
Environment
Clear positions on pollution, water resources, biodiversity (TNFD framework), animal welfare, and circular economy. Systematic support for environmental risk disclosure and management proposals.
Environment
08
Social Responsibility
Comprehensive coverage of human rights, diversity equity and inclusion, racial equity, freedom of association, health and safety (including mine tailings), Indigenous rights (FPIC), just transition, and environmental justice. Opposition to anti-ESG proposals.
Social
09
Emerging Issues
Guidelines on artificial intelligence (ethical risks, board oversight), predatory lending, digital censorship, tax transparency, and lobbying. Requires disclosure of political expenditures and their alignment with company policies.
Social GovernancePartners
Co-developed with committed Canadian investors
Mosaic was developed in collaboration with several categories of Canadian institutional investors, united by a shared vision of responsible investment.
Pension funds
Foundations
Asset managers
Investment funds
Next steps
Read the policy, let's explore the fit
Whether you want to adopt it, draw inspiration from it, or simply understand our approach — Mosaic is open.
Download the policy
The complete guidelines in PDF — 39 pages covering 9 governance, environmental, and social responsibility topics.
Download PDFTalk with us
Let's discuss your voting approach and explore how Mosaic could integrate with your existing practices.
Schedule a meeting
Mosaic is an initiative of the Groupe d'investissement responsable (GIR), Canada's leading proxy voting advisory firm.
© 2026 GIR — Royalty-free policy. Any organization may adopt its criteria or adapt it to their own needs.