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.

Outrage of the Week: James Bartleman’s Two-Decade Silence over Air India Bombings

outrage 12.jpgIt was bizarre almost beyond belief. Though he now admits he had received advance intelligence that an Air India plane would be attacked by Sikh extremists on a weekend in June of 1985, he failed to tell his superiors. Nor did he apparently even do what almost every bureaucrat is programmed to do —write a memo confirming his fears and send it to other concerned officials. But when the RCMP brushed off his warnings, he did nothing more and went home. The plane was blown up off the coast of Ireland a few days after the intelligence warning on June 22, 1985.  It was the largest mass murder of Canadians in peactime, killing 329 souls –82 were children.

If that’s not enough, the actions of this senior intelligence officer for Canada’s department of external affairs get even stranger. He didn’t bother to follow up about the warning after the plane was downed, even though all of official Ottawa was in crisis mode in the days following the bombing. And over the ensuing 22 years, James Bartleman admits that he did not say a word about the warning in all the time he held a variety of increasingly high-level positions. In his four-volume autobiography –that’s right, four volumes (many more historically noteworthy figures have a problem producing just one volume on their lives; Thomas Jefferson didn’t write any), he talks in great detail about his boyhood and professional life —excluding, however, that one all-important fact that he revealed earlier this week.

Mr. Bartleman has enjoyed just about every public honour the country has to offer. He has held postings representing Canada abroad as its ambassador and currently occupies one of the most important ceremonial offices in the country as Lieutenant-Governor of Ontario. Yet, during all this time, he thought it right to remain silent about a key piece of the evidentiary puzzle so long missing until this week when, accompanied by his lawyer, he showed up at a public inquiry into the bombing. His failure to come forward at an earlier time, he explains, resulted from being out of the country for many years. He was not, we presume, in a cave without telephones and faxes. There were many return trips to Canada during this period, as there are for any ambassador. It’s a story that is hard to accept and victims’ families are not buying it. Many understandably regard Mr. Bartleman’s decision to drop the ball and not pick it up again for more than two decades as another in a long list of official betrayals. Many will wonder, as we do here, how such an individual can be permitted to retain his vice-regal post, given the trust and esteem the role enjoys. Some may also ponder what kind of signal this conduct sends to current civil servants who might also be tempted to follow the path of least resistance.

The public rightfully expects that those it entrusts to protect it will always go the extra mile in that task —not just walk away after doing the minimum. The kind of shocking misjudgments reflected in Mr. Bartleman’s behavior —the failure to follow up the initial warning to all centers of government authority that needed the information, the failure to alert superiors to an imminent terrorist act, and the failure to come forward to ensure the warning was on the record after the disaster occurred— would be career-ending moves for any mid-level civil servant and would most decidedly not be the basis for promotion and high honors, which is why James Bartleman’s astonishing and still not credibly explained actions are our choice for the Outrage of the Week.

Europe’s Business Scandals Makes SOX Look Good

Kickbacks, slush funds, sex scandals. No, it’s not business as usual in Washington D.C.; it’s business in top European companies. Siemens, Volkswagen and now BP have all been implicated in conduct at the top that has brought shame to those companies and disgrace to senior managers. The latest is the abrupt “resignation” of BP chairman Lord Browne, who acknowledged lying to the court about his involvement with a male companion. This is a man who had every honor showered upon him. Created a knight in 1998 and a peer (member of the House of Lords) in 2001, he was a trusted advisor to British Prime Minister Tony Blair. He was not even 60. Yet with all his wealth, power and privilege, he was still challenged in that one all-important but often undervalued department —ethics. And for his failure there, all his other gains and accomplishments will be seen in a less impressive light.

One is tempted to draw a comparison with Conrad Black who, as a Canadian, was granted the highest honors that country has to give, including membership in the Privy Council, which is a position normally reserved for members of the Canadian cabinet and certain high-level government officials. It allowed him, among other things, to travel with a special status green-covered passport, which I do not believe was recalled or surrendered when he renounced his Canadian citizenship. He was a trusted advisor to Prime Minister Mulroney at the time of his award. Shortly after giving up his Canadian citizenship, he was made a member of the lords and for many years before that was a close advisor to then Prime Minister Thatcher. He now stands trial in Chicago on a long list of criminal charges. Whatever the outcome of the criminal case against him —and the evidence of Hollinger International’s audit committee members may well be regarded by the jury as testimony to the directors’ own incompetency on such a grand scale it could form the basis of a reasonable doubt about some of the charges— Conrad Black is unlikely ever to be seen as the poster boy for ethics in business.

Ethical problems continue to plague Siemens, too, where it was announced last month that CEO Klaus Kleinfeld Heinrich is stepping down. That company is caught up in a huge scandal involving bribery of union officials and a sordid tale of corporate misdeeds. The SEC has commenced a formal investigation. The scandal took another top official earlier in April when the head of Siemens’s supervisory board, Heinrich von Pierer, resigned.

Volkswagen had a bribery and corruption scandal as well. In January, Peter Hartz, pleaded guilty in German court to operating a slush fund that permitted union friends, fellow executives and politicians to spend lavish amounts on luxury trips, gifts for “girlfriends” and visits to brothels in Germany, Spain and South Africa.

During the U. S. business scandals of the early 21st century, there was considerable tut- tutting about American boardroom ethics. It appears that any European sense of moral superiority is unwarranted. Boards there have proven that they can be just as lax about instilling —and enforcing— a culture of ethics in the conduct of business as any American or Canadian company. In the category of unbelievable but true, bribery of foreign officials was actually a deductible expense for German companies until 1999.

These scandals might also make investors think twice about the much touted benefits of investing abroad because of so-called Sarbanes-Oxley restrictions. High standards of ethics, accountability and transparency may well make the U.S. system of corporate governance and securities regulation the most costly of any —except for all the others when those standards are absent.

The Shrinking Mr. Wolfowitz

Larger men give up their posts before bringing disgrace upon themselves or their organizations. Smaller men cling to them like life rafts.

When a CEO shows up at a board meeting with his lawyer and demands “fairness” after bringing embarrassment upon the institution he is supposed to be leading, it is time for somebody to leave the room and not return. Usually, it is not the board.

Embattled World Bank CEO Paul D. Wolfowitz makes the mistake that too many CEOs make. He fails to understand that it’s not about what’s good for him. It’s about what’s good for the institution he heads. Mr. Wolfowitz and his lawyer, Robert S. Bennett, may try to do an elaborate tap dance around the board over the issues that brought them to this impasse. But the central point, as we have noted here previously, is that the credibility and respect essential to the sound functioning of the office of the World Bank’s chief is no longer there.

The greater danger in Mr. Wolfowitz’s staying is that it will almost surely compromise the Bank’s own governance reputation and make it apparent to the world that the board is merely a rubber stamp for the dictates of the U.S. administration. The Bank’s efforts to bring governance reform to developing countries will be terribly undermined if it becomes apparent that its own governance system is a sham.

Making accusations that the board is treating him shabbily, just days after being called upon to resign by dozens of former World Bank officials, only confirms that Mr. Wolfowitz does not grasp the nature of the relationships and the esteem that are necessary to carry on with the job. One by one, important constituencies are withdrawing their support, and with each unheeded demand for his resignation Mr. Wolfowitz appears a lesser and lesser figure. In this he has much in common with another Bush appointee, embattled attorney general Alberto Gonzales. Both these men give the impression of being smaller than life figures occupying the huge offices they hold. Larger men give up their posts before bringing disgrace upon themselves or their organizations. Smaller men cling to them like life rafts.

Great institutions like the World Bank cannot be headed by little men. Nor can they be governed by those who are unable or unwilling to stem the erosion in the stature of the body they are entrusted to protect. The Wolfowitz girlfriend ordeal must be ended. If Mr. Wolfowitz does not step aside —and soon— the board must do the job for him.

David Halberstam | 1934 — 2007

Porter Gifford/APAuthor. Thinker. Journalist. In the highest traditions of those professions. A civilized man for who whom baseball was a metaphor for life that taught about the place of rules, ethics and integrity in the governance and leadership of the public’s business.

For those who seek the truth, and occasionally wonder how it is discovered, his would be one of the brighter stars to lead the way.

A life well lived, indeed.

Outrage of the Week: NBC’s Shameful Airing of Virginia Tech Killer Videos

outrage 12.jpgWhen NBC News decided to publish self-taken videos, audio and photos of a deranged mass murderer earlier this week, it abandoned its own proud history, and that of its corporate owner GE, and descended into the gutter of the worst form of tabloid exploitation. The scale of the crime at Virginia Tech was horrific beyond comprehension. It confirmed that for all the billions put into homeland security, the wars in Iraq and Afghanistan, the intrusiveness of the Patriot Act and the constant preoccupation of its government with terrorism, America could not defend itself against the folly of its own gun laws that would permit a non-citizen with a history of mental illness to buy powerful automatic weapons with large magazines that shoot hollow point bullets. The purchase of the hand guns, magazines and ammunition by Cho Seung-Hui was apparently lawful under both U.S. laws and those of the state of Virginia. And with those two weapons, the deadliest shooting spree in U.S. history took place.

I am generally a vocal defender of the media and the rights of a free press. Too often, of late, they have been under siege, especially by the Bush Administration. Some actions, however, are not defensible. NBC crossed the line and with its actions. It unleashed a second assault by the madman of Virginia Tech when it placed the face of evil forever throughout the internet and on You Tube, where it is downloaded tens of thousands of times each hour by impressionable young people, and permitted the most vile videos and photos of a hateful and twisted individual to be splashed across newspapers, magazines and televisions around the world. It was done at the urging of a killer seeking some sickened form of immortality in place of a normal life. NBC gave him the heightened world platform he craved. In doing so, it sunk to a new low in its profession. A few media outlets, notably the Canadian Broadcasting Corporation, chose not to air these images out of concern for the damage they might cause and the lack of taste such display would bespeak. They deserve high marks for their decision.

The high calling of journalism brought to an art by the likes of Edward R. Murrow, Fred Friendly, Walter Cronkite and Peter Jennings knows that it cannot detach its news gathering function from its obligations to respect decency, to exercise sound judgment or to act with a sense of proportion. Those qualities were absent in the high councils of NBC News this week. Only the voice of high ratings and bigger profits was heard. There was not even the slightest indication that anyone at NBC considered that it might be appropriate to at least hold off airing these images until after the memorial services at the campus and a suitable interval for recovery of the still injured students and the families of the victims had elapsed. No, NBC had to make sure these images were put right in the face of the public and the grief-stricken families even before the killer’s victims had been buried.

From time to time, capitalism shows its ugly side. It did so this week with the NBC logo on it. It is a long fall for a respected news institution —an icon with three tones that has shaped the news and entertainment habits of generations and where one of America’s most valued and historic enterprises —General Electric— is the corporate owner. Yet in a week where directors of another network —CBS— were making loud noises of disapproval over the racial slurs of Don Imus, not a peep of disgust is heard from the directors of NBC or GE over this act of grotesque indecency. This would not have occurred, I suspect, under the leadership of Owen Young or Reginald Jones, two admirable leading figures from GE’s past.

But under the current generation of senior managers and directors, there is but one cardinal rule: maximize ratings and profits —apparently without thought to the larger costs. As a society, we expect our premier journalistic institutions to act in a manner that is consistent with the enormous trust we place in them. As investors and consumers, we expect the boards of such institutions to be the ultimate guardians of the professional integrity and good reputation that is necessary to their functioning. That trust was ill-served this week, which is why the actions of NBC news, along with the network’s board and that of its corporate parent,GE, which permitted this disturbing act of journalistic misjudgment, is the Outrage of the Week.

 

 

 

 

 

Outrage of the Week: The Decline and Folly of World Bank Head Paul Wolfowitz

outrage 12.jpgHe was appointed by his friend, the President, after detailing plans for the invasion of Iraq. His mission included tackling corruption and addressing issues of growing global poverty. And, in fact, he discovered a new tool for narrowing at least part of the wealth gap that plagues much of the world: direct the appointment of a woman with whom he was romantically involved in such a way as to maximize her salary without going through the customary formalities. Now, World Bank chair Paul D. Wolfowitz is faced with a revolt by staff and an embarrassment on a world scale.

He excuses his actions as a mistake in judgment. That might work for a teenager who has never been away from home. Mr. Wolfowitz, however, is a sophisticated man who has travelled in the company of kings and presidents. Perhaps he thought he was one. His infamous fiat to the bank’s vice-president of human resources:

“I now direct you to agree to a proposal which includes the following terms and conditions …You should accept immediately her offer to be detailed to an outside institution of her choosing while retaining bank salary and benefits.”

certainly is suggestive of such a regal self-image. But what is not plausible is that he did not know what he was doing was wrong. Of course, if he really wants to maintain that line, then the institution has an idiot on its hands as well as a scandal. The World Bank doesn’t need another Alberto Gonzales at its helm.

All that leaders who head important public and corporate institutions have is their moral franchise. Their reputation for ethics and integrity is both their shield and their sword. Once that is lost, their ability to lead by example is compromised beyond repair, and with it their ability to perform. The staff of the World Bank appear to understand this. The question is: Do the directors who make up its executive board? And does President Bush, who appointed Mr. Wolfowitz and appears to hold the keys to his fate?

We have chosen Mr. Wolfowitz’s failure to resign in the face of the humiliation he has brought upon this institution as a result of his ethical misadventure as our Outrage of the Week. He has made those who supported him look like fools. Let us hope they do not adopt also the trappings of clowns in failing to demand his resignation.