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.

If it were a crime for legislators to bring discredit to parliament, the MPs investigating cash payments to a former prime minister would long ago have been carted off and locked up.

outrage 121.jpgA lot of people I have talked with over the years view Canada’s system of government as something akin to a relative without personality: they’re nice enough to invite to the party but nobody will be terribly disappointed if they don’t show up.

Canada’s parliamentary-style democracy lacks the history and majesty of the British and misses out on the vigorous checks and balances that define the U.S. system. Its politicians, except for the few rare figures like Lester B. Pearson and Pierre Elliott Trudeau, seldom stand out on the world stage. And if you happened to be watching the action in Ottawa this week, the experience would have caused you to have an even lower opinion about how Canada is governed.

The House of Commons ethics committee investigating cash payments to former prime minister Brian Mulroney (he had always denied receiving any until recently, and those assurances formed part of the basis for the federal government paying out $2.1 million to settle his lawsuit with it in 1997) held more of what can only be charitably called hearings this week. It’s a committee that has demonstrated a chronic inability to engage in a straight line of inquiry with anything approaching discerning and well-researched questions. Even the fact that while he was prime minister, envelopes of cash were regularly being dispatched to the first minister’s official residence every month, seems to have gone over members’ heads. Can you imagine the scandal that would erupt in Washington if a former presidential chief of staff admitted that cash payments were being delivered like pizzas to the president and first lady at the White House? In Canada, it barely elicited a shrug.

Over the years, I have frequently been asked to testify before committees of both Canada’s House of Commons and Senate on ethics and governance issues. The experience generally leaves me astonished at the lack of preparation revealed in the questioning. But this House of Commons ethics committee really takes the prize.

Its members are often juvenile, unprepared and disgustingly partisan. Questions are disjointed and answers rarely followed up. The committee looked like a ship of fools when it was interrogating the former chef at 24 Sussex Drive, the prime minister’s official residence. Yes, I mean chef as in top cook. The committee seemed stunned that he had nothing of value to offer that would assist in its deliberations. A soupcon of arsenic might have been in the public interest.

One member of the committee has the unimpressive habit of curling his finger through his hair, which he wears with bangs, while questioning witnesses. The “questioning” part is generous; it’s really a whine delivered while mumbling.  Other members are so far over their heads that it is painful to watch. The committee chair lets the witnesses decide if they want to take an oath to tell the truth at the beginning of their testimony. His pedantic displays and facial contortions of impatience make all the lame vice principals I have known look like paragons of manliness and virtue. So lacking in backbone is this committee and its chair that when a witness refused to give evidence unless the chair recused himself, Liberal MP Paul Szabo obliged and turned the gavel over to another member. Try pulling that stunt on Chris Dodd, chairman of the U.S. Senate banking committee, or Barney Frank, head of the House financial services committee.

Yesterday, Canadians learned that Mr. Mulroney is refusing to re-attend the hearings to answer further questions. His lawyer claims he doesn’t need to and that he wants to move on. So now it’s the subjects of investigation and their lawyers who are running the show. The committee, which has the power to summons witnesses, apparently is not going to demand that the man who stands at the center of its inquiry, appear again. If it were a crime for legislators to bring discredit to parliament, the members of this committee would long ago have been carted off and locked up.

Canadians over generations have nobly opposed the onset of tyranny around the world and for that reason and others they are a people who deserve respect among the ranks of those who value freedom. It is a shame that they are so often underserved by the mediocrity of their elected representatives.

The ability of law makers to hold meaningful hearings on significant matters of public policy has been a central feature of American democracy. How many failures, cover ups and scandals would have gone undetected if it had not been for the fact that Congress can actually assert itself and demand answers? Testifying is generally not an option as a long line of figures from John Dean to Roger Clemens have discovered. It’s part of the checks and balances that make the American system, for the most part, the closest thing to a model of sound governance in the world today.

As this week’s antics in Ottawa revealed, the Canadian system is often so far removed from that model it’s hard to believe it inhabits the same planet, much less the same continent. The Ethics Committee of Canada’s House of Commons was given an important opportunity to strengthen public confidence in the political system. Instead, it did the opposite, which makes it our choice for the Outrage of the Week.