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.

Do-little OSC Does Less Again With Conrad Black

The Ontario Securities Commission has again, for the sixth occasion, delayed its proceedings against Conrad Black. This time, the hearing that was to have commenced on January 8th has been rescheduled for the end of March, the same month that Mr. Black has a rather pressing appointment elsewhere, like with the U.S. Bureau of Prisons to begin serving his 78-month sentence. Perhaps its willingness to regularly postpone is part of what OSC chairman David Wilson had in mind when he said that “there’s a lot more room for compassion and understanding” in Canada’s treatment of white collar crime. (more…)

Hollinger Sets Another Record –And Not a Good One

Never have so many directors of a single publicly traded company been convicted on criminal charges in connection with their duties as board members.

With the formal sentencing yesterday of F. David Radler today on one count of fraud following the prison terms set last week for Conrad Black, Peter Atkinson and Jack Boultbee, a formal record was set in the annals of modern corporate history. Never have so many directors of a single publicly traded company been convicted on criminal charges as were these four one-time directors of Hollinger Inc. (more…)

Is Elba or St. Helena Next for Conrad Black?

The otherwise avoidable fall of great men from high places always commands public attention and often history’s scorn.

It is difficult to know what the future holds for Conrad Black. We learned yesterday that he has been sentenced to 6 1/2 years in a U.S. federal prison. However much his friends interpret this as yet another form of vindication, as they did with his conviction on just four of the 13 counts on which he was tried, it is an unsettling prospect that looms ahead.

We know something of what became of Lord Kylsant of Carmarthen, however –the only other British peer to be convicted of fraud in connection with a public company. (more…)

Is it Time for Hollinger (and Sun-Times Media) to Go?

It may be better to let these damaged and discredited names sink ignominiously into the history books as a cautionary lesson to all stakeholders in how not to run a company.

The National Post recently took a look at the pitiable state of Hollinger Inc., and its subsidiary, Sun-Times Media Group, formerly Hollinger International. They call it the “untold story.” We have detailed many of the issues associated with Hollinger’s demise on these pages over the past year, but the most important point seems to have eluded the Post.

There has never been a publicly traded company with as many current and future felons sitting around the boardroom table as there was with the Hollinger group. (more…)

The Black Touch

The same Napoleonic scale of misjudgments and miscalculations that have dogged his business decisions are now inexorably shaping Conrad Black’s legal destiny. It is one thing not to show remorse for the crimes of which one has been convicted; it is quite another to wear them as a badge of honor while striding into the courtroom on the day of sentencing.

The trial and tribulations of Conrad Black have occupied not an inconsiderable amount of space on these pages. We have tended to view him, unhappily, as a man who, though given every advantage that family, wealth and intellect can offer, has become better known for what he has lost and no longer holds than what he actually created. Now, as he faces the greatest loss of all –his liberty– it seems an apt juncture at which to revisit the depth of his descent. His situation is made even more precarious by his attacks –some remarkably strident– on the very legal system that is only days away from determining how long Mr. Black and his freedom will be estranged.

Under his unchecked control, a colossus of corporate Canada acquired by family connections and privileged access virtually disappeared. Argus, which once ran companies like Massey Ferguson, Dominion Stores, Standard Broadcasting, Domtar and Hollinger Mines became a name you read about only in Greek mythology. His newspaper empire, at one time the third-largest in the world, crumpled, leaving only the Chicago Sun-Times. The stock of what was once called Hollinger International appears headed for oblivion. In a single day last month, and for no discernible reason other than the general mess the company is in, it dropped in value by 23 percent to at slightly more than a dollar. The stock of Hollinger Inc., the corporate parent, trades for pennies. Its landmark headquarters at 10 Toronto Street, an icon of the Canadian business establishment, is also gone from his grasp, like the Canadian citizenship he once held but chose to forsake apparently for something bigger. And it is that very commodity –citizenship in the land where he was born, a rank which he held in common with millions of mostly ordinary Canadians and cost him not a penny, but which he chose to renounce– that may yet prove to be the source of his greatest misjudgment as he faces a long tenure in an American federal prison.

The Black touch of this most unMidas-like figure is seen elsewhere to varying degrees. Mr. Black was an outside director of now defunct Confederation Life, which, when it collapsed, was the largest financial casualty in Canadian history. And he served on the board of Livent, another disgraced and failed company whose founders face charges of accounting fraud and securities law violations in the United States and Canada. Ravelston, the private holding company he once controlled but which was established by a previous generation of business leaders who managed to stay out of the criminal courts, is not only a convicted corporate felon but has been ordered to pay $13 million in restitution to the shareholders whose money it unlawfully took. That is in addition to the $7 million fine it was ordered to pay last summer. To cap his business career, Mr. Black headed a board where four directors (Radler, Atkinson and Boultbee, in addition to himself) became convicted felons as a result of their crimes in the company they oversaw. Now, on top of the various honors and titles he enjoys in Canada and elsewhere, Mr. Black holds the distinction of having founded and run a publicly traded company that set a record in modern corporate history for the number of future felons it had sitting around the boardroom table. You don’t have to be a corporate governance zealot, a group which Mr. Black continues to rail against even at the eleventh hour before his sentencing, to realize that there is something staggeringly deficient in the character of a company’s leadership when it achieves this kind of milestone. Has there ever been a company so unlucky in its choice of directors? First, there was the Chicago four in the boardroom, then the hapless members of the audit committee who did not read or merely skimmed their financial reports, and finally the current crew that faces an onslaught of legal bills from the Black era now exceeding $100 million.

And yet with all of this, Mr. Black tells the BBC that he may consider a return to business in finance. “This is not an honour I sought, but it has been my honour to show the shortcomings of the plea-bargain system and the shortcomings of the corporate governance zealots” the British peer said in an interview.

Not even Lord Kylsant of Carmarthen, the towering British shipping magnate of the 1920s known for an even more towering ego –and, as we previously observed on these pages– the only British Peer beside Lord Black of Crossharbour to be convicted of fraud in a publicly traded company, displayed this scale of hubris. There was no second act for Lord Kylsant, in finance or anywhere else in society, after he was found guilty in 1931. He knew he was disgraced and at least had the good sense not to contemplate a return to the world of business where he was found to have betrayed the trust he held, much less openly speculate about it on the eve of his sentencing.

I do not intend that the foregoing be seen as anything approaching a tally of the full man. There are dimensions to Conrad Black, as there are to most people, that remain out of the public eye. Some may be reflected in his pre-sentencing submission to the court, which saw tributes and commendations flowing from significant personages. Mr. Black always portrayed himself as a proprietor, not some buy and flip LBO king. His mission was never understood or claimed to be one of selling off assets, but rather of building upon them and acquiring others. But his business achievements seem whittled down to a barely recognizable shell of their early beginnings, and nowhere near the potential that drifted into his early grasp.

Conrad Black sat at the very pinnacle of the Canadian business establishment and enjoyed every opportunity and honor it –and his native Canada– could bestow. Power, privilege and prestige were pretty much his birthright. But ultimately so much of what he has touched in business has turned from pure gold to black dust. More poignant than perhaps even what the law has declared he has done is the forever unfinished and unwritten chapter of what might have been.

It has been a painful spectacle to witness. The Napoleonic scale of misjudgments and miscalculations that have dogged his business decisions are now inexorably shaping Mr. Black’s legal destiny. With his torrent of emails, interviews, book signings and newspaper columns since his conviction in July, and now his internationally broadcasted musings about a return to business, it is hard to imagine that this is the same Conrad Black who had absolutely nothing to say to the jury in his own defence, when his words might have counted in the outcome. His combative tone and continuing attacks on the American legal system –a subject that never once moved his mighty pen before his personal legal problems began– may not cause his term in prison to be lengthened, but it is doubtful that they will assist in shortening it. It is one thing not to show remorse for the crimes of which one has been convicted; it is quite another to wear them as a badge of honor while striding into the courtroom on the day of sentencing. Why he was ever permitted by his fabled team of lawyers to steer his own bombastic ship into the legal minefield that holds his fate will always be a mystery.

When all is said and done by Mr. Black, it remains impossible to comprehend at what level of consciousness he is working. He cannot return to Canada or England. The court has ordered that he reside in either Chicago or Florida while awaiting his sentence. But in reality, it appears that Conrad Black is living in denial.

Lord Black’s Bankerly Circle of Beneficence

Anyone might give a helping hand to struggling musicians, hungry journalists or stranded students. But bankers? If there is more compelling evidence of a selfless heart on the part of Conrad Black, it’s hard to imagine what it would be.

Conrad Black’s defence team has filed statements and letters from family and supporters as part of its pre-sentencing submissions to U.S. federal court judge Amy St. Eve. There are the usual flattering accolades that are to be expected about how the sick were helped and the broken mended. Some of the claims are no doubt true. But it is also true that the rich and powerful often see the conduct of one of their own through a lens that magnifies the positive and clouds the disagreeable.You may recall that similar glowing character references were made about one-time hockey impresario Alan Eagleson, another holder of the famed Order of Canada who was stripped of the honor prior to his incarceration. He was charged with and eventually pled guilty in 1998 to mail fraud in the United States and fraud and embezzlement in Canada. The effusive testimonials, which, like Mr. Black’s, included a supportive letter from a former Canadian prime minister, did not stave off a loss of freedom.Many of the statements made on behalf of Mr. Black seem at odds with the public persona his own words have created. Still, little in life is entirely black or white. No doubt there are many admirable sides to Mr. Black in his roles as a father, husband, friend and parishioner, as my about-to-turn 86-year-old mother dutifully reminds me whenever the subject of Mr. Black’s travails comes up at family occasions. While Mr. Black’s lawyers have gone to predictable lengths to portray a kinder and gentler man, one item that may well prove evidence of an almost super human level of generosity was contained in the last word of a sentence on page 31 of the defence’s filing.

He supported musicians, artists, aspiring journalists, students and bankers.

Anyone might give a helping hand to struggling musicians, hungry journalists or stranded students. But bankers? Surely it was a typo that was meant to say bakers. The doughnut business has begun to sag as trans fats have become passé and the numbers at Krispy Kreme have turned unappetizing to investors. But it is hard to imagine that anything short of a Mother Teresa-like spirit of altruism could make a man warm to bankers, who, popular opinion decrees, rarely give a second thought about calling in a loan or foreclosing on a widow’s home. If there is more compelling evidence of a selfless heart on the part of Conrad Black, it’s hard to imagine what it would be. True, one has to stretch one’s mind to fathom why bankers would need to seek out Mr. Black’s assistance in the first place. But then there are those who leave their jobs a little early, as Charles O. Prince did a few weeks ago on the heels of the multi-billion dollar subprime mortgage losses at Citigroup. There is always room to top a $60 million dollar style severance package.Perhaps those qualities of patience, tolerance and charity that Mr. Black has shrouded so well in his public statements regarding Hollinger shareholders (“…we think they are a bunch of self-righteous hypocrites and ingrates…”), or servants (“A notoriously unreliable group, as any experienced employer of such people knows.”), or journalists (“The ‘profession’ is heavily cluttered with abrasive youngsters who substitute ‘commitment’ for insight, and to a lesser extent, with aged hacks toiling through a miasma of mounting decrepitude. Alcoholism is endemic in both groups.”) have belied the real person. Among his uncommon gifts we can now count a willingness to see the human side of needy bankers.I shutter at what my mother will think when she hears about this. She has been willing to give a maternal benefit of the doubt to Conrad Black, remembering fondly her days of driving along The Bridle Path by his family home. She is not as forgiving in her views about bankers.