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.

He’s back at it again. After calling corporate governance advocates “birdbrains” a few months ago, as we noted at the time here, billionaire television and internet mogul Barry Diller is accusing the press of conduct that is almost illicit in its reporting on CEO pay. “I think it’s close to criminal,” he said of recent media coverage regarding executive compensation. Mr. Diller, one of the highest paid executives in the United States, also fears for the health of directors, whom he portrays as being nervous old aunts in light of the push to make companies more transparent and accountable. “You have boards now that are skittish in every area. They’ve made chief executives very skittish,” he is reported as saying to the Financial Times.

Apparently, it’s just not as easy as it used to be for a CEO to roll over boards and shareholders and grab as much as he can. That, too, it seems, should be a crime according to Mr. Diller. So here’s a suggestion to a man who knows a thing or two about the entertainment business. Create a new reality show called Barry Diller’s Crime Stories. Episodes could focus on travesties like unruly investors who are constantly breaking and entering the CEO’s turf by insisting on fair and accurate disclosure about what’s happening with their money, disputatious auditors who no longer turn a blind eye to financial shenanigans in the boardroom and regulators who have sunk so low they seem to think insider trading and stock option backdating should be prosecuted.

There could be segments on how convicted white collar felons like Jeff Skilling, Andrew Fastow, Bernie Ebbers and Sanjay Kumar (who also had some funny ideas about CEO pay) were really victims of abuse and wrongdoing rather than the perpetrators. Certain corporate governance experts and pay reformers (those other ones –not me) could be burned in effigy before a live studio audience. Yes, Mr. Diller, you can make the world safe from the evils of misguided troublemakers lurking about the corporate world scaring innocent directors out of their wits just because they think $295 million in one year for a CEO whose initials are B.D. might be a bit over the top. Lock them up and throw away the key. And while you’re at it, put everybody who supported Sarbanes-Oxley under house arrest. The future of free enterprise demands no less.

I think you’ve got another winner on your hands, Barry, and you won’t even have to wear those clown pants.