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 Brilliance of Fraudsters -or is it the Dimness of the Guardians?

As the fraud at Satyam is dissected, it will reveal red flags that should have been obvious to attentive bodies and a level of complacency on the part of directors, auditors and regulators that should never have occurred.

Once again, we are invited to believe that one man has outwitted a huge group of purportedly intelligent and conscientious directors (two were on the faculty of Harvard  University) and PricewaterhouseCoopers, one of the largest accounting firms in the world, along with a host of securities regulators in India and the United States.   The latest scandal installment comes with the resignation of B. Ramalinga Raju, founder and chairman of India-based (and NYSE traded) Satyam Computer Services Ltd., who admitted today in a letter to directors and securities regulators that he had committed accounting fraud to falsify profits.

We’ve been down this road before with Barings, Société Générale, Enron, WorldCom, Tyco, Computer Associates and Hollinger, to name a few.  A similar drama on a particularly spectacular scale appears to be unfolding in connection with the alleged multi billion Ponzi scheme of Wall Street’s fabled Bernard Madoff.   He, it is said, managed to fool the most sophisticated investors and regulators at the highest levels for a number of years.  

Usually, it is the act of the individual culprit that most regard as the scandal.  In truth, there is much that is scandalous in the actions, or very often inactions, of those entrusted with overseeing and regulating entities that operate with other people’s money.

As the fraud is dissected, it will reveal red flags that should have been obvious to attentive bodies and a level of complacency on the part of directors, auditors and regulators that should never have occurred.  A good starting point would for the auditors, and the board audit committee, to explain how they could certify the books of a company where there was supposed to be a billion dollars in cash but in fact there was less than $100 million.

Good luck on that one.