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.

Yahoo Flees from Boarding Microsoft’s Titanic

The board of Yahoo has opted to reject Microsoft’s bid to acquire the company. The decision came after a series of meetings earlier this week. It was a wise decision.

Nothing illustrates the reality of Microsoft more than the Vista operating system that is its showcase: late on arrival, bloated in its functioning and incompatible with much of the world it depends upon. Microsoft operates a command and control culture that is in a state of constant paranoia, always fearful that customers are trying to get the better of it. So inward looking has it become that in the period it was trying to produce its newest operating system -the one that has become so much the bane of users that many demand the old XP system in their new computers -Facebook, MySpace and YouTube were conceived, developed and became a consumer phenomenon. Microsoft could have developed these applications, just as it could have done and become what Google has. It was too busy being big and becoming overly confident, still clinging to its anti-trust mentality and obsessed with the idea that customers are always trying to circumvent its software activation process.  Some companies aspire to become customer-centric.  Microsoft has turned customer-antithetic into a brand.

Microsoft has made a number of ground-breaking strides in its time, but it is doubtful that, as it is currently conceived, a match with any organization that prides itself on innovation and agility would make for a positive union. As the world learned from the costly AOL-Time Warner merger debacle, it takes more than money and high priced stock to make a happy corporate marriage.

Microsoft’s days as a transformative force in the world of personal computers and the Internet, barring a sea change in culture and attitude, are on the wane. The ability of the company to transfer its core values and management skills, honed in an era of market dominance symbolized by one-license-per-paying customer, to a more open 21st century cyberspace environment where success more and more is defined by the extent to which value can be added to the customer relationship without adding cost to it, is highly problematic. This is reality that long ago should have prompted a series of meetings by its own board to determine what has gone wrong with the Titanic of modern software companies, and what can be done to prevent it from meeting a similar fate. With its boardroom still on the Microsoft version of a Morse code operating system, the company’s directors will be painfully slow to decipher the message.

Outrage of the Week: Democracy’s Muted Voice at Davos

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How much further will it go to appease the non-democratic holders of oil wealth or American debt? After its major banks and corporations have succumbed to the influence that multi-billion dollar investment stakes invariably enjoy, will American foreign policy someday become a commodity to be bought and sold like offshore-made pieces of patio furniture at a local Wal-Mart?

There have been many voices at the World Economic Forum this week. There were the voices for combating climate change and the fight against poverty in Africa. There was the voice of Bill Gates, who, judging by media reaction and the response at Davos, single-handedly invented the concept of responsible capitalism. All these are worthy objectives. But one voice seemed notably muted: the voice for democracy. (more…)