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.

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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.

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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. 

 

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We were the first to predict seismic boardroom flashpoints and downfalls and played key roles in regulatory milestones and reforms.

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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.

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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.

 

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Our rich institutional memory, combined with a record of innovative thinking for tomorrow’s challenges, provide umatached resources to corporate and public sector players.

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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.

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Excessive CEO Pay Shows Bankruptcy in Ford Boardroom

Few examples stand as living testimony to the bankruptcy of the current model of CEO and top management compensation more than what was announced by Ford Motor Company today. For the privilege of presiding over a record $12 billion loss in 2006, the top seven in Ford’s executive suite received a whopping $62 million. Bill Ford, under whose CEO tenure the huge loss was posted, was paid more than $10 million. Ford’s boardroom party comes after the company announced plans earlier this year to close 14 North American plants and lay off thousands of workers. If this was the cost of failure, you really have to wonder what the price of success would have been.  Somebody needs to reconnect Ford’s board to planet Earth.

I am aware that Mr. Ford received no salary or bonus in 2006. The $10 million figure was mainly in the form of stock options. Are stock options a form of compensation? Yes. Are they an expense to the company? Yes. Did the company suffer record losses mostly under Mr. Ford? Yes. So let’s not dwell too long on Mr. Ford’s spirit of altruism.

But the madness doesn’t end there. CEO Alan Mulally, who joined Ford last October received $28 million —and that’s for just four months on the job. How does a company pay a CEO that much for four months when it has posted a record $12 billion loss? I guess you start with a bunch of pampered directors who are so out of touch that they think such figures will go undetected by the unions from whom it is said Ford must negotiate concessions if it is to survive. It needs something else. It needs a CEO and executives who are prepared to share the sacrifice investors and employees are making —not be the first into the golden lifeboat. And it needs directors who can stay awake long enough to apply good judgment and common sense to the compensation decisions they are making. At least the Titanic changed direction when the icebergs were spotted. At Ford, they still seem to be steering headlong into catastrophe.

Ford has consistently misread the consuming market’s signals. One can hope that this iconic American business institution will prevail. But the pay it doled out to its top brass is an another indication that the disconnected and bankrupt thinking that brought the company to its current state of woe is still at work in Ford’s boardroom.

Barry Diller’s Crime Stories

He’s back at it again. After calling corporate governance advocates “birdbrains” a few months ago, as we noted at the time here, billionaire television and internet mogul Barry Diller is accusing the press of conduct that is almost illicit in its reporting on CEO pay. “I think it’s close to criminal,” he said of recent media coverage regarding executive compensation. Mr. Diller, one of the highest paid executives in the United States, also fears for the health of directors, whom he portrays as being nervous old aunts in light of the push to make companies more transparent and accountable. “You have boards now that are skittish in every area. They’ve made chief executives very skittish,” he is reported as saying to the Financial Times.

Apparently, it’s just not as easy as it used to be for a CEO to roll over boards and shareholders and grab as much as he can. (more…)

Lord Black and Me

The Wall Street Journal’s Alan Murray posed the question in his column last week:

What lessons do you draw from the story of Lord Black of Crossharbour?

Like many, I have been following Conrad Black’s career with great interest —probably longer than most. (more…)

Posting on Harvard Law Blog

I have a guest post on the corporate governance blog of Harvard Law School. This is an interesting site where you can find the thoughts of some of the leading legal scholars in the field. It often prompts some lively (or what passes for same on the part of lawyers) exchanges on corporate governance and CEO pay matters from students, faculty and prominent figures in the legal community.

Here are a couple of excerpts from my post: (more…)