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.

Boards have another problem besides a flagging commitment to gender diversity (See Spencer Stuart UK report on diversity).  It is their lack of cognitive diversity that continues to hobble corporate governance and lead directors into unexpected minefields. For instance, why did it take 20 female accusers coming forward before one man, Crispin Odey, admitted wrongdoing? And why did the board of his now defunct hedge fund seem so feckless in its ability to act earlier?

The fact is that most directors of top boardrooms are cut from the same cognitive cloth. Being past and current CEOs themselves, there is an occupational tendency for directors to be overly deferential to star CEOs.  This often renders them incapable of entertaining different scenarios, especially if they are unpleasant. One might think the arrival of ESG would broaden directors’ horizons, but what it seems to have done is to create a check-the-box mentality to issues, like advancing gender diversity and curbing sexualized wrongdoing, without any actual thinking going on.

If boards are beginning to pull back from their diversity commitments, as the Spencer Stuart UK report suggests, it is not surprising. Their vision is nearly always limited, shaped by yesterday’s values and concerns, not tomorrows, with an almost universal inability to see themselves and their companies as others see them.

There is a reason why, decades after Peter Drucker made his classic observation on the failure of boards to do their jobs, directors are still often the last to know what is going on and what needs to be done to prevent disaster. It is part of the bigger problem of a lack of different types of directors with a more varied skill set of earned life and business experiences. Put another way, if directors were drawn mainly from the narrow world of concert violinists, nobody should be surprised there is not a lot of rock and roll coming from the boardroom.