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 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 sort out the mess that many dubious ESG practices are causing.


We were the first to predict seismic boardroom flashpoints and downfalls, played key parts in regulatory milestones and warned about game changing upheavals in capital markets.

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.

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.

The Finlay Centre for Corporate & Public Governance

FinlayONgovernance 2.0

Past & Prologue: Today’s perspectives with the prescience of yesterday

In the news

Welcome to FinlayONgovernance 2.0, where we look at themes we raised 40 years ago, like sanity in CEO pay, diversity in the boardroom, ESG, before it took on today’s elevated moniker and stakeholder capitalism, a term we coined four decades ago. From time to time, we try to add a fresh perspective to those challenges, as we did in recent pieces in Financial Times of London.   

The pages below predicted, captured and analyzed many of the seminal events that led to the greatest crisis in capitalism since the 1930s, and illuminated the breakdowns in ethics, regulation and leadership that paved their way.  They were, in many ways, a chronicle of disaster foretold. They were also the ESG lens of the time.

We were the first to highlight the boardroom failures of many companies, from Bear Stearns and Lehman Brothers to Nortel and Hollinger. We brought the insider weaknesses and potentially fatal governance flaws of RIM/BlackBerry to public attention, warned the world about the ticking time bomb at Livent, and highlighted the antiquated governance practices of Apple long before scandals rocked those companies. In the postings that follow you can visit our thoughts at the time, including stories that have taken on an iconic mantle among regulators and scholars, like Did Bear Stearns Really Have a Board? and RIM Finally Runs Out of Shiny Objects

We were also the first to raise serious questions about the self-serving and self-perpetuating governance practices of the New York Federal Reserve, which we have long maintained were a major, and much underreported, factor in some of the misguided decisions that led to the 21st century’s global banking crisis.  We advanced a number of other provocative thoughts about many of the decisions and figures that played prominent roles in the economic drama of a generation and predicted the historically wide gap in income between the very wealthy and the middle class would produce catastrophic results. It soon did. It will again.

Many of the ethical shortcomings that led to the crisis of a few short years ago — the arrogance of power, an overweening sense of entitlement and a disinclination to hear or listen to unconventional thinking — have not disappeared; they have only cleverly camouflaged themselves in order to allow public and media attention to move on to other things. But the consequences of these follies will return again.

I have personally selected a number of columns and postings that captured this uniquely revealing period in our history.  These came after my regular op-eds in The Globe and Mail and Financial Post and are in addition to our media interviews in publications in New York, Toronto, London, Germany and Brazil.

What follows below were among our more popular offerings, repeatedly visited by readers, leaders and regulators around the world and now featured in books, scholarly papers and discussions in the US Congress and Canadian Parliament.  I think they give a clue to what to look for today in distinguishing the impostors of success from the real champions of principled progress.

Let me know what you think.


Current and Recent Posts 

Featured postings and articles below from the FinlayONgovernance archived collection.

The Fallacy of Giants | Part Two

Essay by J. Richard Finlay The blind eye which shareholders and analysts too long cast upon the abuse of excessive CEO pay is now being turned to the recent trend of monetizing ethical abuse. Who knows when the tipping point might come in the ever-widening wealth gap...

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The Fallacy of Giants | Part One

An Essay by J. Richard Finlay on corporate integrity in the post-bailout era Recent multi-billion dollar settlements involving Bank of America and JPMorgan Chase show the staggering costs of ethical folly and the culture of moral hazard that places too many companies,...

read more
RIM Finally Runs Out of Shiny Objects

RIM Finally Runs Out of Shiny Objects

What a contrast is the deathwatch that now grips many RIM analysts.  Years ago, they were bedazzled cheerleaders.  We had some thoughts on the folly of that short sighted thinking at the time. Today, they seem more like jilted  fanboys in the face of the company’s...

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The Frayed Plumage of the Davos Mentality

The czars and kings of Europe could not grasp why the people revolted against the high taxes, low wages, and hunger inflicted upon them by those who knew only opulence and self-aggrandizement.  The Davos mentality still cannot fully understand the resentment of a...

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The Great Sphinx and the Mystery of the Federal Reserve

The latest flap over taxpayer payments to Goldman Sachs confirms the culture of secrecy upon which the Fed in Washington and its New York counterpart are dependent.   They like the dark, closed-curtain life that bankers prefer, where the sunlight of public scrutiny is...

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Captain Bernanke and the Titanic Fed

Catastrophe seems to have a more forgiving master in the Senate banking committee than in the pages of history. The captain of the Titanic was not given another chance at the wheel.  And unlike Mr. Bernanke, he had the decency to hit an iceberg only once. The Senate...

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Godman Sachs?

One of the dangers of excessive pay is that it tempts CEOs to think that maybe they really are god-like superheroes.  But few have actually boasted about the role like Goldman Sachs’ s Lloyd Blankfein. It has been a consistent view of these pages, and one much longer...

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Outrage of the Week: The Faint Gesture of a CEO’s Sacrifice

When bank CEOs tried to fall into line before an outraged Congressional committee, they were a little disingenuous about the true extent of the sacrifice they are bearing. It is widely held that in the worst economic crisis since the Great Depression, an absence of...

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John Mack’s Bonus Reality Check

We love what we do.  If you gave me no bonus in the best years, I would still be here.  John Mack,  CEO of Morgan Stanley, in testimony before the House Financial Services Committee, February 11, 2009 When Mr. Mack rejoined Morgan Stanley in June 2005, he was awarded...

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Brazil Interview on CEO Pay

My interview with AE Investimentos in Brazil on the hot topic of CEO pay is carried in its December issue. Executive remuneration and the role it has played in promoting the excessive risks and leverage that helped give birth to the current economic crisis are placing...

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What If Citigroup Had a Real Board? Part 2

There is a reason why the bank's board appears little more than a bystander to the destruction of shareholder wealth.  A good part of it has to do with its discredited governance structure. Watching Citigroup’s shares crash through the 10 dollar level, then nine, then...

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The Day Wall Street and Main Street Collided

The public rarely likes to be hoodwinked or dismissed; their ire is almost certain to be raised when they believe their pockets are being picked in the process. Somewhere at the intersection of Wall Street greed and tone deaf political acumen you will find the...

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Outrage of the Week: The Hijacking of American Capitalism

The promise of this new era of market miracles has been shamefully betrayed by a self-serving collection of greedy CEOs, disengaged directors and regulators who, far from envisioning the new frontier of the global economy, have shown themselves unable to see even into...

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Curtain Falls on the One-Man Show at Lehman Brothers

What an American civil war, two world wars and the Great Depression could not do has now been achieved by something called the subprime credit crisis, along with the assistance of an overly deferential corporate governance system that was blind to the risks being...

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The Nationalization of Folly

Washington' s takeover of Fannie Mae and Freddie Mac gained the quick support of Wall Street, who never meets a bailout it doesn't like, and the thanks of Beijing, whose playbook it seems to be borrowing. Months after U.S. Treasury Secretary Henry M. Paulson, Jr....

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Illuminating the evolution of private enterprise and public trust over four decades. The Finlay Centre for Corporate  & Public Governance is the first and longest running think tank of its kind capturing the promise of the well-governed organization and the ethical practices that shape it. 

“For every major corporate policy, decision or public explanation, more and more people are asking: Is it right? Is it fair?  And most perplexing of all for the board of directors: is it in the public interest?

It now seems clear that the profitability and economic performance of a corporation will increasingly cease to be the sole criteria by which it is judged. A new set of legitimizers of public consent is coming to the fore, accelerated and strengthened by the harsh realization of the fragile interdependence that links our economy, our society and our environment.” ~J. Richard Finlay, Business Quarterly, 1979.

J. Richard Finlay, Business Quarterly, 1979.

(Presaging the arrival of ESG by more than 40 years)

“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 — Addressing the Standing Committee on Banking, Commerce and the Economy, The Senate of Canada, 1994,  one of a number of apperances before the committees of the Parliament of Canada. 

J. Richard Finlay was the first witness ever to be designated an expert in corporate governance by the Senate Banking committee.

The Financial Times,  August 2023

The New York Times, August 10, 2023