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.

Mr. and Mrs. America Ride to Capitalism’s Rescue –Again

A brief essay on the subprime credit consequences when CEOs fail to lead, directors fail to direct and regulators fail to regulate It began as a term that few had even heard of barely 18 months ago and most experts dismissed as an insignificant blip in a fundamentally...

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How to Succeed By Failing Big-Time at AIG

Giant insurance company AIG has decided to award its former CEO, Martin Sullivan, a termination package worth $47 million. Yes, this is the same Martin Sullivan who presided over a record loss of more than $13 billion in the past two quarters and a tumble in stock...

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What Shell is the CEO Bonus Under at Lehman Brothers?

It rather neatly illustrates the farce that CEO pay has largely become when Lehman Brothers chief Richard S. Fuld, Jr. announces that he will decline a bonus this year. The board compensation committee has not yet met to determine if one would even be offered to him....

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The 29 Billion Dollar Men

If you see a lot of people going around with neck collars soon, it's probably because they got whiplash when reading today that the top 50 hedge fund managers last year earned $29 billion. The number-one winner, John Paulson, made $3.7 billion in 2007. If the U.S....

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In the Press on the Melnyk Mess at Biovail

Biovail, Canada’s largest publicly traded drug manufacturer, has been in the news probably more than it would like lately. It has had problems with its financial performance, with securities regulators and with its former CEO, Eugene Melnyk. When Mr. Melnyk was at the...

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Did Bear Stearns Really Have a Board? | Part 2

Bear Stearns's collapse confirms that excessive CEO pay, along with the feeble corporate governance that permits it, continues to be one of the most corrosive forces in modern business. It offers further evidence that, far from aligning pay with performance, oversized...

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Did Bear Stearns Really Have a Board? | Part 1

How this 85-year-old icon of Wall Street was governed was also a clue as to how it might fail. When rumors were circling the company and threatening its survival, it responded by issuing a strong statement denying liquidity problems. The board agreed. But...

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Outrage of the Week: Subprime Hypocrites in Retreat

The real purpose behind the Bush Administration's plan is not to help the victims of the subprime turmoil, but rather the perpetrators of the economic crime who unleashed it in the first place. To justify their out-of-this-world bonuses, the titans of Wall Street and...

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Cisco Restocks

The Cisco move is just the latest example of companies that put too much time and creativity into dreaming up elaborate financial schemes —schemes which, by some remarkable consistency of nature, always wind up adding to the CEO's pay package. I am not a big fan of...

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New Posting on Harvard Law School Blog

The corporate governance blog of Harvard Law School is running another guest column by me, this time on the Countrywide Financial meltdown. I introduce some issues about the company’s decidedly subprime corporate governance and CEO compensation practices which have...

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Countrywide Posts Record Loss After CEO Cashes In

Earlier in October we commented on Countrywide Financial CEO Angelo Mozilo’s accelerated sale of shares gained from a generous stock options program. We thought the timing was interesting and noted: For his part, Mr. Mozilo apparently plans to make millions more by...

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In Praise of the Fedora CEO

CEOs today make an estimated 400 to 500 times the average U. S. worker. When they made just 40 times the average paycheck five decades ago, and apparently had about one-tenth the incentive they have today, it makes you wonder how anything important got done. They just...

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SEC Probes Countrywide CEO’s Stock Sales

The SEC has apparently commenced an informal investigation into Countrywide Financial CEO’s sales of stock in recent months.   Angelo Mozilo's miraculous sense of timing captured our attention at Finlay ON Governance. We’re glad the SEC has been watching too.

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Countrywide’s Subprime Corporate Governance Echoes Enron Era

Over the past four years, the board of Countrywide Financial paid CEO Angelo Mozilo nearly $400 million. If he had made, say, just $100 million during that time, would the company be facing any greater crisis than it is today. If he had been paid twice as much, would...

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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