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.

Conrad Black’s Race to the Bottom

By attacking American presidential leadership under Barack Obama and invoking a racial slur in the process, Mr. Black continues to show who and what he is.

Conrad M. Black, famous for vituperative excess, renouncing his Canadian citizenship to become a British Lord, disdain for shareholders whom he viewed as a cheap source of capital and, more recently, his sojourn as Prisoner Number 18330-424 at the Coleman Correctional Facility in Florida, has made some year-end pronouncements on the future of the Untied States that are sure to gain attention.

In his regular column in Canada’s National Post, Mr. Black writes today:

For the first time in the history of the U.S. Presidency, Mr. Obama had to badger a foreign head of government to meet him (China’s premier Wen). Last year, shoes were thrown at the U.S. president. This year we had self-abasement before the Japanese Emperor and (unsuccessful) supplication to the Chinese. If this trend continues, by the end of this new decade, the U.S. president will be invited to international meetings as a shoe-shine boy.

Mr. Black begins the above paragraph with reference to President Obama and ends it by invoking the image of some future American president as a shoe-shine boy. Let’s brand this for what it is: an utterly disgraceful slur with a racial connotation that is being made in connection with the first African-American president in U.S. history.  It evokes images, long discredited, of an ugly past which have no place in the discourse of civilized people.

It is a stark reminder that Mr. Black is not a civilized man, but rather a crook who fleeced his own shareholders and perverted the course of justice.  In a normal world, we would not be reading what crooks have to say about American foreign policy or its justice system, or Canada’s for that matter.  The headlines of their thoughts would not blare across the top of editorial pages.

What happens at the National Post is anything but normal.  Mr. Black is accorded unique access to a significant, though disintegrating, piece of journalistic real estate in Canada, whose editors and publishers drift untroubled by the criminal proclivities of its op-ed columnist and prefer to portray him still wearing a business suit with not a hint disclosed to readers about his current forced confinement as a convicted felon.  The Post has been flirting with bankruptcy for some time.  It is part of the Asper media empire, which, in Canada, has become synonymous with financial folly on the grandest, indeed, almost Conrad Black-like, scale.  Sound judgment is the most underperforming asset in the company.  The Aspers do not just lose money; they hurl it out of their boardroom windows in bales.  Last month, their company experienced another ignominious fate which also parallels Black’s Hollinger:  Canwest  was delisted from the Toronto Stock Exchange (TSX).

The Post continues to hemorrhage to the point where it is unclear how much further it can go.  But by publishing such repugnant views, it is demonstrating that its ethical standards, like those of the felon whose voice it trumpets, have already passed the point of insolvency.

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.

Outrage of the Week: Conrad Black’s Return to the National Post

outrage 12.jpgThe trial of Conrad Black and its wider significance in the annals of business leadership and corporate ethics has occupied some considerable space at Finlay ON Governance. We advanced no position on Mr. Black’s guilt or innocence while the matter was before a jury. But since the verdict in U.S. federal court in July, it is fact, not speculation, that Mr. Black is a convicted felon. Our attention in that respect was focused recently not so much on Mr. Black as on Canada’s National Post, where he was once controlling shareholder. While Mr. Black is unable to lawfully return to Canada even as a temporary resident, he has apparently no problem returning to his place at the Post as an opinion maker.

With great fanfare on the front page of its Saturday edition, the paper trumpeted the reappearance of Mr. Black’s column. Perhaps we are a little old-fashioned, but the idea of a convicted felon proffering opinions just weeks away from being sentenced on three counts of fraud and one count of obstruction of justice seems a bit bizarre. Allowing Mr. Black to ponder on the excesses of the retail habits of wealthy south Floridians is equally perplexing. Talk about Black calling the kettle….

One has trouble imagining the New York Times giving space to former WorldCom CEO Bernie Ebbers, currently residing in federal prison for accounting fraud, or the Washington Post welcoming back Sanjay Kumar, one-time head of Computer Associates. We do not recall the Daily Telegraph allowing Lord Kylsant of Carmarthen, also convicted of fraud in connection with the running of a publicly traded company, to pen his views on the case with that legendary ink in 1931 (Lord Black was the first British peer since Lord Kylsant to be so convicted). A felon’s corner in newspapers would certainly have no shortage of contributors and no doubt every embezzler and purse snatcher would tell their own special tale of injustice. We think that’s not exactly what readers are looking for from the icons of print journalism. What is also disappointing is the fact that the editors and publishers of the Post felt no obligation to explain their reasoning for this unusual move. They simply acted as though nothing had happened to Mr. Black in the past few months.

One might reasonably wonder what exactly the criteria are for selection of Op-Ed columnists at the National Post. This murky area of journalism, which this writer too once inhabited, operates in shadows and secrecy. As noted on these pages before, I wrote in the Op-Ed section of the Financial Post periodically over the course of two decades. When Mr. Black bought the newspaper, I was among its first casualties (the column was quickly picked up by the Globe and Mail).  The fact that I was one of the few who dared to criticize Mr. Black’s corporate governance practices at Hollinger or note publicly his role on the boards of prominent failed companies may, of course, have been entirely coincidental.

Like Conrad Black, I also learned some lessons from my late father. It was his habit to review the commentary pages of half a dozen newspapers on a daily basis. The ritual was frequently accompanied by the instruction to his children that the opportunity to put forward views that shape and influence society is a privilege for any writer. For newspaper publishers and editors, the guardians of such intellectual real estate, it is a trust. Is giving a platform to fraudsters and felons consistent with that trust? I raised those questions in a letter to the editor of the National Post earlier this week after Mr. Black’s column appeared. It was never published. Nor did any letter from anyone else who was critical of the decision. What a surprise.

For Conrad Black, it seems, things are not the same as they are for you and I. His friends at the National Post clearly think he should continue to be treated differently. Their tough stand on law and order, long an editorial hallmark of the Post, apparently does not apply to one of their own.

What happened to Conrad Black, as we have noted before, is not something that those who have known him and looked up to him will take any satisfaction over. For him, it is life altering. For his family, it is tragic. Still, it is a fate delivered by his own hands. But when a respected institution such as the National Post also begins to slip from the standards and expectations which it has espoused, appears blind to the legitimate findings of the American legal system and is prepared to act as though nothing really happened, it is even more troubling. It is why we have chosen the actions of the National Post in permitting the return of Conrad Black’s columns the Outrage of the Week. Our unpublished letter to the editor is reprinted below.

To the Editors of the National Post

Re Conrad Black

As a believer that important newspapers such as the National Post serve their readers and society best when they adhere —and are seen to adhere— to the highest journalistic standards, I am at a loss to understand the basis for Conrad Black’s return to the Opinion page (Living beyond our means, September 22, 2007). It raises the question: Is it appropriate for a convicted felon to have a by-line as one of the Post’s columnists? We know that Mr. Black and other directors were unbothered by having shopping centre magnate A. Alfred Taubman on the board of Hollinger International after his conviction on criminal charges of price fixing. But the well documented misjudgments and failings of Mr. Black and his fellow directors in that company are a dubious model to follow.

The fact is neither an experienced reporter nor a junior copy editor in the National Post would long be retained if they were convicted of a criminal offence. Experience also teaches that Op-Ed contributors have been dropped for a variety of lesser reasons. My periodic columns, for instance, which appeared in the Financial Post over some two decades and dealt frequently with corporate governance and business ethics, (and were occasionally critical of Mr. Black’s governance practices as CEO of Hollinger) were terminated, without explanation, as soon as Mr. Black took control of the newspaper.

Also apparently escaping editorial scrutiny is Mr. Black’s commentary on the excesses he has discovered while temporarily living in Florida. By what stretch of reason would one recently convicted on three counts of fraud be deemed a credible and reliable authority regarding such observations?

Whether the publishers of the Post like it or not, Mr. Black does not hold the same stature now that he did when writing there as a columnist prior to his conviction. The reality of his fate may be regrettable, even tragic. But the National Post does a disservice to its reputation and to the intelligence of its readers by acting as though the last several months in Chicago never mattered.

J. Richard Finlay