There is no substitute for a culture of integrity in organizations. Compliance alone with the law is not enough. History shows that those who make a practice of skating close to the edge always wind up going over the line. A higher bar of ethics performance is necessary. That bar needs to be set and monitored in the boardroom.  ~J. Richard Finlay writing in The Globe and Mail.

Sound governance is not some abstract ideal or utopian pipe dream. Nor does it occur by accident or through sudden outbreaks of altruism. It happens when leaders lead with integrity, when directors actually direct and when stakeholders demand the highest level of ethics and accountability.  ~ J. Richard Finlay in testimony before the Standing Committee on Banking, Commerce and the Economy, Senate of Canada.

The Finlay Centre for Corporate & Public Governance is the longest continuously cited voice on modern governance standards. Our work over the course of four decades helped to build the new paradigm of ethics and accountability by which many corporations and public institutions are judged today.

The Finlay Centre was founded by J. Richard Finlay, one of the world’s most prescient voices for sound boardroom practices, sanity in CEO pay and the ethical responsibilities of trusted leaders. He coined the term stakeholder capitalism in the 1980s.

We pioneered the attributes of environmental responsibility, social purposefulness and successful governance decades before the arrival of ESG. Today we are trying to rebuild the trust that many dubious ESG practices have shattered. 


We were the first to predict seismic boardroom flashpoints and downfalls and played key roles in regulatory milestones and reforms.

We’re working to advance the agenda of the new boardroom and public institution of today: diversity at the table; ethics that shine through a culture of integrity; the next chapter in stakeholder capitalism; and leadership that stands as an unrelenting champion for all stakeholders.

Our landmark work in creating what we called a culture of integrity and the ethical practices of trusted organizations has been praised, recognized and replicated around the world.


Our rich institutional memory, combined with a record of innovative thinking for tomorrow’s challenges, provide umatached resources to corporate and public sector players.

Trust is the asset that is unseen until it is shattered.  When crisis hits, we know a thing or two about how to rebuild trust— especially in turbulent times.

We’re still one of the world’s most recognized voices on CEO pay and the role of boards as compensation credibility gatekeepers. Somebody has to be.

It is not whether someday Apple shareholders will wish they had a more robust corporate governance regime.  It is only a matter of when this will occur, and at what price.

There is a widely held consensus, made all the more vivid as the company’s stock pushes past $300 a share, that Apple Inc. is an amazing success story whose vision has transformed the way we hear and communicate with much of the world. We share that view. But we also have long held on these pages that Apple remains an under-governed and poorly directed company that needlessly places continued success at risk.

We were the first to spotlight the absence of women on its cozy six-member board (it has one now) and the fact that its chairmanship, which is informally held by Steve Jobs, has never been properly documented. The board meets infrequently and there is no reasonable way such a small number of directors could properly discharge their duties serving on Apple’s various committees, especially on top of the other outside roles most board members have. Three of Apple’s five outside directors serve as either chairman or CEO of other companies and sit on additional boards as well. Steve Jobs remains synonymous with Apple and a key to its success. Despite much ballyhoo about having others who could fill his shoes when he took his medical leave a few years ago, this is widely viewed as wishful thinking. The board has done little to show that an active succession plan is in place.

This style of corporate governance may be suited to a fledgling business located in a garage. But when it comes to one of the most highly valued companies by shareholder capital ($278 billion by today’s count) in North America, a higher standard is surely advised.

Why is Apple reluctant to adopt the corporate governance reforms enacted by so many companies? One reason may be that it has the same mindset about the company’s own vulnerabilities that it applies to its computers. Antivirus software, it is widely asserted by Apple aficionados, is for all those other millions of computers operating on the Windows system. Few viruses ever affect Macs, so they say. That’s more than a bit of wishful thinking, too, as there are dozens of other ways in which Mac computers can be compromised, as anyone who has had an encounter with malware or phishing exercises will attest. More likely, though, it’s probably just plain old hubris — the imposter of triumphant success that has seen the demise of great leaders and mighty institutions for thousands of years. There is little that is permanent about success, except the universal principle that success is never permanent.

It is not whether someday Apple shareholders will wish they had a more robust corporate governance regime, led by a larger and more engaged group of independent directors. It is only a matter of when this will occur, and at what price. Behemoths that did not take corporate governance, among other matters, seriously, have been struck down to pitiful shells before. Some, like General Motors, rise again — but never to their previous dominance. Others, like Enron, WorldCom and Penn Central Railway, vanish altogether.

It should not take the prospect of a Titanic disaster to realize that with every surge upward to yet more dizzying heights in its stock, Apple’s investors have also begun to move into some very perilous waters.