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 Black View of Ted Kennedy

Has the far-right become so bereft of ideas and spokespersons to generate its ill-tempered discussions that it now has to turn to institutionalized felons like Conrad Black for its inspiration?

Among the more puzzling of the commentaries prompted by the passing of Edward M. Kennedy, the long-sitting senior Senator from Massachusetts, is surely the one penned at Coleman Correctional Facility in Florida by Inmate No.18330-424, otherwise known as Conrad M. Black.  His comments appeared in the National Post the day Mr. Kennedy lost his final battle with brain cancer at the age of 77.

Mr. Black wasted no time in pronouncing the late Senator to be a man of mediocre achievements who will be remembered for nothing outstanding.  He also felt it necessary to point out the womanizing proclivities of the Kennedy men, opined that the Senator was probably drinking when his car left the bridge at Chappaquiddick, and rated John F. Kennedy’s presidency as unspectacular –all this before the first head count of the warm prison morning.

Both Mr. Black and Mr. Kennedy enjoyed favored childhoods and private educations, which, along with some early career accomplishments, came courtesy of their families’ wealth and power.  Both were trained as lawyers.  Both were caught cheating at school and paid a price for it.  The Senator made his share of uniquely personal mistakes which saw tragedy strike with an even sharper blow than a more prudent man might tempt. But the difference is that while Mr. Kennedy devoted himself significantly to championing the cause of the less fortunate throughout most of his professional life, and certainly with a fevered pitch in the past two or three decades, the titled, honored and enormously wealthy Mr. Black tended to see himself as a victim ¾of the media, of a Prime Minster who did not think Canadians should be called “lord,” of the U.S. justice system, of overly demanding shareholders and of employees and customers who were regularly given to epidemics of shoplifting, as he was prone to point out in connection with his fabled Dominion grocery store empire.  Mr. Kennedy, for most of the past number of decades, sought to atone for his shortcomings and his sins by living a responsible life and in the work he pursued for the benefit of others.  Mr. Black has yet to show the slightest remorse for anything he has done, expect perhaps for not fleecing shareholders –whom he dubbed a cheap source of capital– more.

While Mr. Kennedy carved out legislative compromises that helped millions of children, the poor and the elderly, Mr. Black was obsessed with chiseling out a few million more for himself, even if it meant defrauding investors in the process.  While Mr. Kennedy gained admiration for carrying the responsibilities of several extended families on his shoulders and was known for his unstinting generosity toward those he did not even know, Mr. Black became infamous for carrying out boxes of evidence in an obstruction of justice spectacle that led him to his current confines in Florida.

It is perhaps not surprising that Mr. Black, even before the Senator was buried, would use the opportunity to strike the low blow, to find a chance to snarl at a man who uplifted so many, and to pronounce himself unimpressed with an historic figure who exemplified liberal values people like Mr. Black detest.  Mr. Black’s world is never quite secure when there are those who champion a better minimum wage, struggle relentlessly for more accessible heath care or oppose a war that does not need to be waged and should not be fought, as Mr. Kennedy did with a passion few could rival.  Mr. Black, of course, was an early supporter the war in Iraq.  As to the idea of a more level playing field so that others might have a shot at the American dream, Mr. Black’s world rests on the idea of privilege and private gain and, above all, never having to “reenact the French Revolutionary renunciation of the rights of the nobility,” as he so famously declared.

Mr. Black, as both the verdict of the courts and public opinion has decreed, has a few problems in the judgment department.  One does not need to be a great lover of the sea, as Mr. Kennedy was, to know the consequences that can befall when one is separated from a compass, either of the moral or the magnetic kind.  Mr. Black has been bobbing along unmoored and unguided for some time.

As the object himself of great speculation about his culpability in a much larger fraud against the Hollinger companies (see Breeden Report) and having made a loud and persistent case for prosecutorial overreach in connection with the charges that saw his criminal conviction, Mr. Black, one might have thought, would be disinclined to conjecture about Mr. Kennedy’s “driving under the influence of alcohol” while operating the car that went off the bridge and led to the tragic death of Mary Jo Kopechne.  That he would engage in such gossip without evidence or fact in a way that just gives his adversaries more standing to do the same about him, suggests that Mr. Black is no longer –if he ever was– in possession of the strategic horsepower enjoyed by the diminutive French Emperor, whom he tended to idolize.

What is most staggering about all of this is that, of the countless candidates at its disposal to render meaningful comments about the life and times of Mr. Kennedy, the National Post and its publishers thought that they should turn to Mr. Black. Has the far-right become so bereft of ideas and spokespersons to generate its ill-tempered discussions that it now has to turn to institutionalized felons for its inspiration?  Nor does it betray nothing less than an astonishing lack of journalistic judgment that they would permit an incarcerated and discredited business figure to rate the Kennedy family’s accomplishments when Mr. Black has shown such a peculiar gift for losing the empire he effectively inherited while so many of the other corporate jewels he touched, not to mention his Canadian citizenship and his freedom, turned to ashes in his own hands.

The only explanation for this singularly low contribution to the discussion about the passing of a major figure in American life is that the National Post’s publishers, principally the Asper brothers, also began their lives from a predicate of inherited privilege and wealth.  They obviously prefer Mr. Black’s narrowly self-serving, Darwinian view as to how one conducts oneself in the face of such fortune, and not Mr. Kennedy’s more universally ennobling vision of what can be done to help make the lives of the less favored more enriched.

Our thoughts about the rise and fall of Conrad Black can be viewed here.

Black to be Heard

The American justice system, which Conrad M. Black disparaged before, during and after his conviction on fraud and obstruction of justice charges in 2007, has taken a surprising turn today -surprising to Mr. Black, especially.  The U.S. Supreme Court announced this morning that it will hear his appeal.

A few years ago, there were not many who would have refused to listen to whatever Mr. Black wanted to say.  He was courted, honored, praised and saluted throughout North America and Europe by presidents, prime ministers and princes.  Now, the only people who matter are the nine justices of the top court of the land.   This is not the best time, still, for Mr. Black, who remains in prison, and some of his friends, who have their own travails with various forms of the legal system. 

Garth Drabinsky was found guilty of fraud in a Toronto court earlier this year. Former Canadian prime minister Brian Mulroney is even now at the center of a commission of inquiry looking into the circumstances which saw his receiving envelopes of cash, beginning just after he retired from office, from a shady arms dealer who is wanted by the German government.  Conrad Black served on the board of Livent, the company founded by Mr. Drabinsky, who was a close friend. Brian Mulroney elevated Conrad Black to membership in Canada’s privy council, a rare honor for those who do not hold public office.  Conrad Black was a long-time friend of Mr. Mulroney and a major financial backer of the Conservative party under his leadership.   All of these men are members the Order of Canada and were trained in the law.

Mr. Black has frequently opined on the failings of the U.S. justice system. But as he now begins to set his gaze upon the only remaining nine citizens of planet Earth who hold the key to his future in their hands, one can soon expect to hear that institution trumpeted, in true Blackarian form, as the Founders’ purest and most noble of creations.  It’s not entirely a virtueless view, and it is a marked improvement from his lordship’s previous line about the prosecutors with toilet seats around their necks.

 

The Trout in Time’s Milk

Emerson once observed that “Some circumstantial evidence is very strong, as when you find a trout in the milk.”  Some details in reporting are a tad too crucial to leave out, as when the author of an opinion piece is penning the missive from a federal prison because of two little character defects called fraud and obstruction of justice.  This is what occurred in Time’s online edition, which ran a piece by Conrad Black, known widely as Lord Black of Crossharbour, formerly of the Bridle Path in Toronto, Palm Beach, and London, but more recently as inmate number 18330-424 of the Coleman Correction Facility in Florida, and a regular subject of commentary on these pages.

It somewhat boggles the imagination that mainstream journalism, and one of its most storied institutions at that, has to turn to miscreants and fraudsters to interpret the world of politics to its readers.  That spinning sound you hear is Henry Luce turning over in his grave. Repeatedly. Fortunately, this is a detail that matters to some thoughtful readers, like the intellectually versatile and always curious Lance Knobel, who is also troubled by the sudden plunge in the magazine’s byline standards.  His to-the-point admonition of Time for its selective memory is available here.

 

 

The Titanic of Ironies

titanic-sinks-new-york-times-thumb1The calamity of the ship which was thought too big to sink did not capsize the company that owned it. But the White Star Line, which had roamed the seas through wars, depressions and revolutions since the mid-1800s, was unable to survive the greed, hubris and deceit of one man. It is an experience that carries some valuable lessons for today’s financial empires and Wall Street titans as well.

On a crystal-clear, star-filled April evening in 1912, what had been to that point an astonishing triumph of human imagination and engineering suddenly changed into a tragedy on a horrific and incomprehensible scale. It was 11:30 pm on the night of April 14th when the ship’s lookout called down to the bridge. What took millions of words in plans, designs, work orders, contracts and printed material was about to be undone by a mere three: “Iceberg right ahead.” The second officer then made the fateful, and, by most later accounts, calamitous, decision to stop and reverse propellers. Less than three hours later, in the early morning of April 15th, RMS Titanic descended to the bottom of the Atlantic Ocean, taking 1,517 souls with her.

One who did not perish that night was the chairman of the Titanic’s owner, White Star Lines. J. Bruce Ismay’s survival was not exactly miraculous. Fulfilling Montaigne’s aphorism, Ismay did not enjoy the reputation of a hero because of his escape that night, either to the general public, who tended to vilify him as coward, or to his valet, Richard Fry, who was not as fortunate as his master in avoiding the cold clutch of the cruel sea. William Henry Harrison, Ismay’s secretary, also went down with the other 1,516 men, women and children.

The disaster, and all the morbid press it generated, along with hundreds of lawsuits, did not end the White Star Line, however. It steamed on for some years, until it was bought up in 1927 by Lord Kylsant of Carmarthen, becoming a part of the Royal Mail Steam Packet Company, the largest shipping empire of the time.

Lord Kyslant had a well-deserved reputation as something of the “Napoleon of the seas” for his ability to conquer his competitors and impress investors. Like Conrad Black -or Lord Black of Crossharbour, as he prefers to be known even while residing at the Coleman Correctional Facility in Florida- he steered a course of deference-producing success until it was halted by an encounter with prison-confining deceitfulness.

He was a larger-than-life figure in London’s business and social circles, acquiring many honors along the way. He financed his empire through massive amounts of debt and the generous use of other people’s money. The Royal Mail was a darling of the stock market at the time and both its fortunes and Kylsant’s own lavish life style required that the shares of the company be kept high. Like others before and after him, Kylsant made a decision at some point that if his business could not be made to look good on its own merits, a little fudging with the figures might help. So it was in 1931 that Kylsant found himself charged with accounting fraud and was later sent to prison for a year. Lord Kylsant’s long fall from grace shocked the world and led to the disintegration of the company, including the fabled White Star Line. There was a British government-forced merger with Cunard, but White Star never sailed again or operated under under its own flag.

In an irony as large as the name Titanic itself, the calamity of the ship which was thought too big to sink did not capsize the company that owned it. But the White Star Line, which had roamed the seas through wars, depressions and revolutions since the mid-1800s, was unable to survive the greed, hubris and deceit of one man.

Somewhere in all of this, even without the benefit of the binoculars that the Titanic’s lookouts did not have (they were locked in a cabinet and the key was misplaced during the ship’s test runs), one might discover a lesson about the recent financial disaster that has been unleashed upon the stock market and the global economy. Its cause was not natural or celestial; it was not preordained or the result of an asteroid hitting the earth. It was brought on by more common suspects: everyday greed, a giddy sense of intoxication induced by fast money that made a whole crew of business decision-makers and investors laugh at the unfashionable attire of of risk, an obliviousness to duty (and even common sense) on the part of directors and regulators, and an epidemic of self-delusion afflicting too many CEOs and Wall Street titans that they, also, were too big to fail and too smart to ever encounter the sudden reversal of the propellers of fortune.

Editor’s Note:

My father, Jack, was a keen student of the Titanic’s history and misfortune, and believed that it held many useful lessons for the lives of leaders, institutions and their followers.  He would have been 85 today. This posting is dedicated to his memory.

Boardroom of Felons

We have received a number of emails from readers who were shocked at the revelation, first brought to light on these pages, that, between them, the boards of Livent and Hollinger had seven directors who became convicted felons.  Here’s another gem:  three of them were trained as lawyers.  The number of felon directors on these boards sets a record for modern publicly traded corporations.  For those interested, here’s how the total was calculated:

Livent

A. Alfred Taubman, Director (convicted of price fixing, 2001)

Conrad M. Black, Director (convicted of mail fraud, etc., 2007)

Garth H. Drabinsky, Director (convicted of fraud, etc., 2009)

Myron I. Gottlieb, Director (convicted of fraud, etc., 2009)

Hollinger

A. Alfred Taubman, Director (convicted of price fixing, 2001)

Conrad M. Black, Director (convicted of mail fraud, etc., 2007)

F. David Radler, Director (convicted of mail fraud, 2007)

Peter Y. Atkinson, Director (convicted of mail fraud, 2007)

John A. Boultbee, Director (convicted of mail fraud, 2007)

 

Black, Drabinsky and Atkinson were trained as lawyers.

Gottlieb and Boultbee were trained as professional accountants.

Both Black and Drabinsky, during the time of the crimes for which they have been convicted, were members in good standing of the Order of Canada, the country’s highest civilian honor.  They remain so today. There is no indication if or when they will be stripped of that prized decoration, which, as we have long maintained, is a sad commentary on the distinction, on the men and women or who hold it and, especially, on those who are entrusted with maintaining the integrity of the award.

Conrad Black’s Losses Mount; Chances of a Presidential Pardon Do Not

Former newspaper baron Conrad M. Black’s losing streak continues unarrested.

He lost control of his Hollinger companies and all his prized newspaper holdings. He lost what was left of the Argus group he essentially inherited.  He lost his criminal case, which was brought by the United States Department of Justice, and his appeal of the conviction taken to the 7th U.S. Circuit. He then lost in his appeal of that failed appeal. (more…)