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.
Current and Recent Posts
CEO Pay Overkill at Canada’s Pensions
The Globe and Mail September 22, 2023
Sherritt needs to re-think its corporate governance –a lot
A few thoughts now on Sherritt International Corp., whose “S” listing symbol on the TSX gives a...
Looking for a down-to-earth CEO
Alphabet’s Google in the Soup When it Comes to Top Pay
Twenty years ago, in an interview in BusinessWeek, I described soaring CEO pay as the mad cow...
The Financial Times on what regulators need to do to curb sexual misconduct
Featured postings and articles below from the FinlayONgovernance archived collection.
Writing in Financial Times, 2002
Bank of America’s Record Settlement: The tsunami of wrongdoing and excess that caused barely a ripple of inconvenience at the top.
The indisputable economic (and moral) fact of our time is that America's most wealthy, from whom capitalism's CEOs, directors, guardians and gatekeepers are drawn, not only allowed this torrent of financial chicanery and deception to occur, they profited handsomely...
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...
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,...
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...
“Catch Me if You Can” and Other Fine Relics from the Lehman Boardroom
Once again, an inept board escapes culpability through a Houdini-like contrivance called the business judgment rule, one of the most anti-shareholder and destructive of legal principles ever to emerge in modern times. Lehman Brothers made a brief return in the news...
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...
Turbo Populism Arrives in Washington — and Anywhere Else it Wants
Wise leaders know that it is never sensible to underestimate either the forces of nature or the power of public outrage. Washington and Wall Street are about to receive an important lesson in history. The winds of change can blow in both directions. One year ago,...
Outrage of the Week: Super-paid CEOs Who Were Not Supermen After All
Never in the history of modern business leadership have CEOs been paid so much to achieve so little at such cost to so many. At the opening hearing of the Financial Crisis Inquiry Commission held in Washington this week, key players in the worst financial meltdown...
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...
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...
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...
Bonfire of the Insanities: An Essay on AIG and Wall Street’s Culture of Entitlement
AIG’s bonuses have become more than just a tipping point for a long simmering resentment over executive compensation. They have become an entire gravitational force field of umbrage at the greed, arrogance and now horrifically costly stupidity on the part of these...
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...
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...
Davos: The Spectacle of the Desperately Discredited Attempting to Flee the Apocalypse of their Own Creation
What the regulars at this fabled Swiss resort did not appear to grasp is that the breezier than usual air this year was the cold wind of change brought on by the bitter storm of betrayal and personal devastation that millions around the world have felt as a result of...
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...
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...
Outrage of the Week: Bankers Binging on the Bush Bailout Bonanza
Even in the face of their debacles of historic proportion, many of these institutions persist in acting in a manner more resembling an economic sociopath than a responsible steward of the public interest, whose salvation has essentially been made possible and...
Did AIG’s Board Finally See the Flashing Lights in its Rearview Mirror?
The law has finally caught up with the stumbling insurance giant's out-of-control compensation and highflying junkets. It took the sight of flashing red and blue lights in their rearview mirror before the visionless directors of AIG finally got the message about their...
The Lehman CEO as Superman, and Other Myths in an Era of Underwhelming and Overpaid Leaders
When the market is going up, much of the world treats CEOs like superheroes who are worth every penny of the extraordinary sums they command. But when fate and fortune retreat and reverse direction, these CEOs suddenly claim only to be human, an attribute with which...
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...
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...
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...
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....
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