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.

The President Who Made the Voting Possible

At times history and fate meet at a single time in a single place to shape a turning point in man’s unending search for freedom. So it was at Lexington and Concord. So it was a century ago at Appomattox. –President Lyndon B. Johnson, 1965

At a time when the first African-American has just been elected President of the United States, it is worthwhile to look at some of the other leaders who contributed to President-Elect Obama’s historic journey.

In March, 1965, President Lyndon Baines Johnson addressed a joint session of Congress to urge the passage of landmark voting rights legislation.  While language in parts of the speech is antiquated by today’s standards, it was groundbreaking at the time.  It had an eloquence that foreshadowed some of the thoughts in the victory speech of his successor in Chicago, 43 years later.  The Voting Rights Act was signed into law in 1965.  Without this single piece of legislation, it is doubtful that Mr. Obama could have been elected.  Without it, Johnson believed, America would not endure. 

Here is a clip from President Johnson’s historic speech.  His courageous, and controversial, determination to tear down the barriers between the races and bring the African-American community into the governance of their nation can never be overstated.  He would have been very proud to see an African-American member of his great Democratic party elected to the Presidency  yesterday.  And Americans can be very proud of President Johnson’s role in the soon-to-be 44th President’s success.


The New Frontier Rejoined

There is a tide that is surging across America.  It carries a new reality that the most pressing divide today is not between red and blue states, or rich and poor, or even black and white. It is the struggle between generosity and selfishness, between transparency and secrecy, between inclusiveness and alienation. That was a central message in Barack Obama’s campaign.  It will now be a force in the way the 44th President governs.

Today, in the land that invented modern ideas of representative government, Americans engaged in the largest single act of citizenship ever experienced in that country and perhaps the most significant event of its kind ever in the world. Sometime tonight, the expressions of record millions of voters from every part of the country, at every age level, from every ethnic and racial background, across a landscape where snows have already begun to fall to a hot Gulf coast where palm trees mock the winter, a page will have turned and a defining new one will be embarked upon in the great American experiment known as democracy.

Much about that future is unclear, but what is not is that the name Barack Obama will appear in the first lines of that new page. Before the dawn rises again, someone will turn to the young man who defied all the odds, and address him for the first time as “Mr. President-Elect.” And with those three words, his life, and the history of the nation he will lead for the next four years, will be forever changed.

Great presidents are the ones who have transformed America and raised it to something better than it was before. They are the ones who summon up in ordinary people the capacity to accomplish extraordinary feats they never knew possible. Washington, Jefferson and Adams freed a land from the shackles of distant princely tyranny. Lincoln freed one of its founding peoples from slavery. Roosevelt freed men and women from economic calamity and, later, from the march of fascism across Europe and Asia.

Barack Obama has freed countless young people from the cold gulag of cynicism and restored in them a confidence that what they do in public affairs can make a difference. And he has freed others of every age from the barriers of race and geography that for too long appealed to the darker instincts of men and women.

There is a tide that is surging across America and raising with it a spirit of hope and optimism that has not been seen in generations. It comes not a moment too soon, with an economic crisis worse than at any time since the 1930s, and a distant and costly war that has hurt America’s moral leadership abroad more than anytime since Vietnam.

But transformative leadership has always had the power to rise above setback and disaster. Mr. Obama appears to have that rare kind of leadership gift. The fact that people have recognized this reality on an almost unimagined scale is a testament to his character and ability, of course. Chief among his uncommon skills was the understanding that the most pressing divide today is not between red and blue states, or rich and poor, or even black and white. It is the struggle between generosity and selfishness, between transparency and secrecy, between inclusiveness and alienation. Most of all, it is the challenge to make the ethics and values we teach our children the driving character of how our governments, corporations and great institutions are run.

Mr. Obama’s victory is also a testament to the fact that governance matters, and what can happen when ordinary people decide to take charge of their lives and the instruments of power to reset the moral compass of government.

What new destinations of discovery and accomplishment history will record for an Obama administration are yet to be written. The task of maintaining the confidence of so many with such high expectations will not be easy. But if a young president can set a goal to free humans from the laws of physics and place man on the moon and safely return him to earth within a decade, if he can lay the groundwork in civil rights that helped overcome racial bigotry which in many ways was more intractable than gravity itself, as John F. Kennedy did, it is not inconceivable that his modern day successor can raise the torch that has been passed to him high enough to overcome the forces of arrogance and cynicism, selfishness and duplicity that for too long have managed to dim the embers of hope when it comes to matters of politics and national governance.

In many ways, much of the world, whose admiration of America may momentarily flag but never falter for long, cast its ballot for Barack Obama today as well. It was a vote for all the things it has found best in America over centuries: the spirit of innovation and unyielding optimism; freedom for each man and women to worship, to speak and to hold their governments to account; faith in the family and in God, and an irrepressible conviction on the part of every American -rich and poor, black and white- that tomorrow will be better than today.

Each generation needs its own new frontier where it is challenged to be defined more by what it gives back than what it takes away. President Kennedy articulated that ideal for his generation of leaders and citizens. A President Obama will speak with that voice for his. It is in the face of such responsibilities that leaders are wise to pray for wisdom in the hope that if that is not granted, perhaps at least common sense will be sent in consolation.

As this year began, we noted on these pages the gathering prospects of a young man whom we said had the improbably presidential name of Barack Obama. That changes today. The amazing thing about America is that the improbable can become the reality, which is why in America tonight there is an African-American who has inspired a nation to reach higher and beyond the barriers of the past, and why the nation he inspired now calls him Mr. President-Elect.

Outrage of the Week: Ten Million Missing Canadians

Canada, too, needs to turn the political page.  That process is not assisted when citizens slumber while their political leaders tap dance silently across the stage in the dark, hoping that no one will notice how mediocre they really are.

Half-a-world away, in a country where hostile fire is heard on a regular basis, Canadians lined up to perform the sacred duty of every citizen: to vote.  In one advance poll, more than 75 percent of eligible citizens serving in the Canadian combat mission in Kandahar exercised their franchise.  Like their grandparents and great-grandparents, who, as members of the greatest generation fought to preserve democracy and defy madmen, they take voting seriously.  Many of their comrades in arms have died for that privilege even in this bleak far off land of discord.

In towns and cities across Canada, democracy had a less familiar and imploring face.  The line-ups to vote were shorter this year than in previous elections –shorter by 10 million voters.  Unlike the United States, which appears to be on the way to producing a record voter turnout, Canada set its own record:  its lowest voter participation in history.  Only 59.1 percent of eligible voters went to the polls in the federal general election which elected  301 members of the House of Commons and, by extension, the country’s prime minister.

Nothing about this election really clicked with the Canadian citizenry.  That seems odd in itself, given that the nation is at war abroad and battling a mounting economic firestorm at home.  Canada’s currency was plunging during the course of the campaign.  If a dollar falls in a forest of other currencies, will anyone hear it?

I suspect the more likely reason for this bout of apathy had to do with the perceived lameness of Canada’s national leaders.  They are essentially dull and unaccomplished individuals of rather unheroic character whose life stories, curricula vitae and inspirational oratory seemed to fall short on the old impress-o-meter. 

In the United States today, a phenomenon involving what we termed “the improbably presidential name of Barack Obama” is taking the American political landscape by storm.   Voters in record numbers have been registered.  Young people in historic waves are set to cast their ballots with an enthusiasm most doubted was possible. 

There has been a yearning among Americans for a different kind of leadership that is capable of rising above pettiness and straightjacket-type stereotypes.   The country has discovered that elections do have consequences.  As both the folly in Iraq and the recent crisis in capitalism confirm, when leaders and policies become disjoined from the interests and values of ordinary people, when the privilege of elites becomes paramount over the primacy of stakeholders, society can find itself navigating a very perilous minefield.

 America, once more, is preparing itself to write a new chapter in its historic experiment with democracy, and to pass the torch to a new generation of leader.  It is a necessary task in restoring confidence in American leadership abroad as well as the confidence of Americans in themselves and their institutions at home.  The journey along this road is both inspiring and riveting, and rarely uneventful.  America, it appears, loves times when it is about to make history.  No such prospect seems in the offing for Canada.

These facts may well account for what happened in that country last week.  So dramatic was the contrast between the two national election campaigns that the excitement emanating from the United States made the Canadian political scene look even more like the embalmed creation of the local undertaker than it normally does.  I’ve spent a lot of time over the course of 30 years working for and advising some who have held or aspired to the highest offices in Canada.   My experience compels me to make this personal assessment.

Canada had a history of electing grey haired elder statesmen as its head of government for generations.  Then John F. Kennedy was elected the 35th president of the United States.  Eight years later, Canada discovered a man who was viewed as its own JFK, in the smart, youthful and sometimes irreverent, world-travelled Pierre Elliott Trudeau.  He animated elections in a way that had never been seen before.  Voter turnout set a record.  He became Canada’s 15th prime minister and the rest of the world took note.

Someday the Canadian landscape will change again and find a new figure to excite weary generations, raising the country to new heights of self-confidence and global accomplishment, as Trudeau did.  It may be a leader who is not even on the horizon right now.  It might even be Trudeau’s son, Justin, who was just elected for the fist time to the House of Commons.  But someone will appear on the scene to reinvigorate this somewhat somnolent democracy that has taught many nations important virtues about governance and has stood tall when the cause of freedom was in peril.

None of this excuses the millions who could not be bothered to show up last week, however.  At a time when the nation has asked its young people to put their lives on the line, every Canadian had an obligation to at least support their troops by exercising the right to vote.  This is how citizens remind the governors that they are accountable to the governed.

Canada, too, needs to turn the page.  That process is not assisted when citizens slumber while their political leaders tap dance silently across the stage in the dark, hoping that no one will notice how mediocre they really are.  Such political types are not terribly bothered by the lack of turnout; they thrive in a climate of uninvolved citizens who are loath to ask hard questions or demand higher standards from the people seeking office.   Growth in an already over abundant class of untalented and self-serving politicians is never to be lightly tolerated.  So it is the shortsighted actions of those 10 million Canadians who never showed up that are our choice for the Outrage of the Week.

The Winds of Change from Iowa

The year has already started off with a surprise, and for many, carries with it the promise of profound change. In our annual year-end review, we predicted that Americans may not be quite as eager as some have thought to place a cartouche around the Clinton dynastic name. Last night, the Democratic voters of Iowa showed their independence and an appetite to embrace something entirely different: a young African American who may be light on experience but stands tall in his ability to see and articulate a vision for a different America. (more…)