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 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 sort out the mess that many dubious ESG practices are causing.


We were the first to predict seismic boardroom flashpoints and downfalls, played key parts in regulatory milestones and warned about game changing upheavals in capital markets.

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.

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 Health of Apple’s Board Also Raises Questions

Investors need to be concerned when directors seem more like a chorus of cheerleaders than a boardroom of independent guardians.

The eyes of investors, which, heretofore, have been focused almost entirely on Apple CEO Steve Jobs, are now turning to the company’s directors.  It is a long overdue scrutiny.  Two years ago, in the wake of Apple’s stock option backdating scandal, we expressed concerns about the structure of its board, which at the time was a seven-man operation.     

Since raising the point -and we were the first to do so- Apple has added one woman to the board.  But it remains a small and rather weak example of modern corporate governance practices.  It met only five times in 2008, a period when many companies were facing the likelihood of recessionary consumer pressures.  Official records do not even properly name the officer who chairs the board.  We all know that was Steve, but why the problem formally disclosing that fact?

The board seems to have taken little notice of the need for succession planning, even though the company’s founder and CEO has a record of serious health problems.  The reason seems obvious: Steve did not want that process to move forward.  All its appearances and statements suggest that the culture of Apple’s board is one of unswerving deference to Steve Jobs.  Look at its January 5th press release concerning Steve’s first disclosure about his health and the wording seems more consistent with the actions of a chorus of cheerleaders than a boardroom of independent guardians.  It’s pretty obvious that the board failed to do any due diligence before issuing this statement.  Shareholders may well have been made more vulnerable to precisely the kind of sudden loss of value that happened yesterday as a result. (more…)