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.

We’re batting 1000 so far in the prediction department regarding recent developments at Merrill Lynch. Now that the board has shown former CEO E. Stanley O’Neal the door, it needs to do some retooling itself, especially when it comes to its oversight culture, which was pretty limp in supervising Mr. O’Neal.

Directors are not like some kind of 1950s housewife who was always the last to learn about the misadventures of her husband. Their job is to oversee the CEO and to be aware of key events in strategy and risk at every stage along the way. The risk part is especially important in the post-Enron era of Sarbanes-Oxley supercharged boards. And somebody needs to explain why Merrill’s board, and its finance committee which oversees market and credit risk issues along the audit committee, did not grasp the level of exposure the company was facing. The board’s freshly appointed interim chair, Alberto Cribiore, was one of four independent directors who sat on the finance committee when the missteps that led to the elephantine losses were taking place. He also chaired the board’s compensation committee which was responsible for the huge payouts to Mr. O’Neal and will be finalizing his retirement package. We will have more to say about that soon.

Merrill Lynch board needs to show investors and clients it really understands it’s living in the 21st century and that it will never again permit itself to be found slumbering when a multi-billion dollar disaster comes pounding at the boardroom door.