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.

It is hard to imagine how the bank could have done any worse if Bernie Madoff had been on its board.

There was sound and fury, but in the end it appeared to signify nothing.  At Citigroup’s annual meeting last week, not a single shareholder proposal for reform was adopted.  Every board/management nominee was returned.  Over the past year, the company’s losses soared to $28 billion and its market capitalization has dwindled from $260 billion at the beginning of 2007 to $16 billion now.   With its shares having fallen below the one-dollar range and still languishing around $3.00, many see Citigroup as basically a penny stock.   Since the last AGM, the bank has become a ward of the state and could not have survived without the $45 billion it received in public funds.  This is the shape of once-mighty Citigroup today.  It is hard to imagine how the bank could have done any worse if Bernie Madoff had been on its board all this time. 

Yet all of this was not enough to galvanize Citigroup’s institutional investors into making any changes whatever -or seeing that a new approach to corporate governance is desperately needed at this institution, beginning with the ouster of Richard Parsons, the long-serving director who became board chairman earlier this year.

If a company’s management and board can preside over the obliteration of shareholder value while losing billions, and the outcome at the annual meeting is the same as if it had the best year ever, you have to wonder about the health of shareholder democracy in America.  Let’s hope that Citigroup’s investor flu does not spread. 

Shareholders everywhere, dawn your masks!