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.

What a coincidence. BCE is now engaged in the very talks it previously denied were occurring to take the company private, with a group that includes KKR, the very company rumored before to be involved in the discussions —the discussions BCE said were not taking place. It might be regarded as a statistical amusement to some, but to investors it may well have amounted to a substantial loss. The Centre for Corporate & Public Governance has called on regulators to review discrepancies in the company’s statements.

BCE’s stock has been soaring since “speculation” about a possible LBO deal surfaced in March. In response, the company issued a statement on March 29th denying that talks were occurring in respect of privatization and claiming it had no plans to pursue such discussions. The stock continued to appreciate, nevertheless. On Monday, before BCE’s statement of today, there was a huge spike in volume and price at the start of the trading day both on the TSX and NYSE boards, which suggests a number of people decided over the weekend to buy BCE. Were the big transactions yesterday and BCE’s announcement today linked? That’s what regulators are supposed to guard against.

The kind of landmark move BCE disclosed today proceeds only after extensive meetings, analysis, preparation and discussions. It does not occur overnight. Board approval must be obtained from a number of players, as well as BCE. My point is that it stretches credulity for BCE to have asserted “there are no ongoing discussions being held with any private equity investor with respect to any privatization of the Company or any similar transaction” and that “the company has no current intention to pursue such discussions” —while less than three weeks later announcing that such negotiations are underway.

The question that needs to be addressed is: Were certain investors able to profit from information that such talks were occurring, while others did not because they were relying upon the information the company provided? The question takes on even greater significance in that just one week ago the New York Times cited a top BCE official as saying “Our statement of March 29th stands. We are not in any current talks with any other parties.”

There are vast sums in a company like BCE to be made or lost by its shareholders. Investor confidence is based on the principle —indeed the law— that all investors are entitled to material information that could affect the company at the same time.

Regulators need to act quickly to ensure that, in what might be the largest deal of its kind in Canada, involving one of its most valuable market assets, no shenanigans will be tolerated.