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.

Earlier in October we commented on Countrywide Financial CEO Angelo Mozilo’s accelerated sale of shares gained from a generous stock options program. We thought the timing was interesting and noted:

For his part, Mr. Mozilo apparently plans to make millions more by continuing to exercise stock options and selling hundreds of thousands of shares over the next several days even though these options do not expire until 2011. Countrywide’s third-quarter earnings, however, are set to be released later this month.

Now what do you suppose they are likely to reveal?

The answer came today with a thud in the form of a record $1.2 million third-quarter loss. Mr. Mozilo, of course, will argue he knew nothing about the impending loss, which he will assert had nothing to do with the quickened pace of his stock sales. The SEC is looking into that subject. The company’s claim that it will be profitable again in the next quarter pushed the stock up by 15 percent. Listen to this bit of pretzel-twisting logic: One of the reasons Countrywide says it will do well next quarter is because, with the downturn in the economy, people will be less likely to pay off their mortgages earlier.

It’s hard to know what is worse: Countrywide’s Pollyanna-like shareholders, who are overly tolerant of the dubious corporate governance practices that have culminated in absurdly high CEO pay —and a very well paid cast of current and former directors— or its CEO, who thinks he can get away with it.