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.

The Ontario Securities Commission has again, for the sixth occasion, delayed its proceedings against Conrad Black. This time, the hearing that was to have commenced on January 8th has been rescheduled for the end of March, the same month that Mr. Black has a rather pressing appointment elsewhere, like with the U.S. Bureau of Prisons to begin serving his 78-month sentence. Perhaps its willingness to regularly postpone is part of what OSC chairman David Wilson had in mind when he said that “there’s a lot more room for compassion and understanding” in Canada’s treatment of white collar crime. If SEC chairman Christopher Cox had made a statement like that, the chorus of outrage from Capitol Hill would be deafening, as would the demands for his resignation. In Canada, it produced not even an audible note from the political arena. The difference speaks volumes and does much to explain the prevalence of what we have described on these pages before as Canada’s clueless corporate crime cops.

This is the same OSC which, after prosecuting Bre-X’s John Felderhoff for more than six years, came up empty-handed. This is the same OSC that is still trying to marshal a case against Livent founders Garth Drabinsky and Myron Gottlieb more than six years after commencing proceedings against them. This is the same OSC that has still not found, much less prosecuted, a single case of stock option backdating, even though companies, like Research In Motion, have admitted engaging in such activities while giving investors a totally different story when they were doing it.

So, in more time than it took for the U.S. justice department to indict, try and convict Conrad M. Black, the OSC has still not held a single day of hearings into the merits of the case it brought against him, and other Hollinger executives, in March of 2005. And David Radler, Hollinger’s number two man, has not only pleaded guilty and been sentenced to 29 months in a U.S. federal prison, but has also paid $28.7 million to settle charges brought by the SEC. He has not settled anything with the OSC. With a track record like this regulator’s it’s not hard to see why.

When executives pull a fast one in Canada and produce a misleading prospectus, the investing public often looks to the OSC for action. But what happens when the OSC itself fails to act as advertised? Where do Canada’s shareholders go for answers then?