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.

img_0545C itigroup’s common stock dropped below $1.00 this morning. A share of one of the most storied financial institutions in America, with a Dow Index moniker that straddles the globe, now trades in pennies. We have consistently predicted more surprises and greater mishaps as a result of a governance system that has failed to function for years, if it ever did, and a board of directors that long ago lost any shred of credibility. But not even a modern Nostradamus could have foretold a descent of this depth.

Millions of shareholders have all but disappeared. Billions in share value have been obliterated. Yet with all this, CEO Vikram Pandit is still on the scene and most of the directors responsible for the disaster, including chairman Richard D. Parsons and Robert Rubin, are in their chairs. A question for these esteemed gentlemen seems appropriate: Will you still be there when the signs come down, the doors are finally closed and Citigroup is formally buried, or do you have some other plan to survive without investors and without any significant market capitalization?

It would appear that the only hope for investors at this point is that the U.S. government, which is the largest single shareholder with plans to convert all its holdings into (now worthless) common shares, will assert its responsibilities and immediately replace the crew on this disaster-plagued ship. Could anyone do worse? It does not serve public confidence to see taxpayers’ investment of $45 billion vanish into thin air, or to have the stock of this institution take on the appearance of something you would find in a Family Dollar store, whose shares, by the way, currently trade around $30 and whose market cap is about the same size now as Citigroup’s.

If Citigroup’s boardroom does not grasp the stark realities that face this institution, one can only hope the West Wing will.


Neither Citigroup’s board nor its CEO offered any comment regarding the company’s stunning plunge to penny stock status, before or after today’s closing bell. Contrast this with GE’s management, which got out in front when that stock breached the $10 mark earlier this week.  The message Citigroup’s boardroom conveyed to investors was “your’re on your own.”  Investors might want to consider sending a similar message to Citigroup’s CEO and directors. Incidentally, Family Dollar Stores (NYSE:FDO) was one of the few winners on the NYSE today, closing near its 52 week high at $30.66, up 12.43 percent on the day.  Citigroup closed at $1.02. It was an all-time low.