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 Wall Street Journal had (another) troubling piece about Wal-Mart the other day. This time a former employee is alleging that, while working for Wal-Mart, he was “tasked with the electronic monitoring of directors’ meetings…” It almost seems implausible that such an impropriety would even be attempted much less committed over a period of time, but then there were those weird things going on in the HP boardroom involving spying on directors. The New York Times Floyd Norris raises the question on his blog “how will the board react?” My thoughts follow.

Does Wal-Mart really have a board? You will know the answer if the directors whose conversations it is alleged were improperly monitored do not resign en masse or at least demand a tough independent investigation of the allegations. I am skeptical they will do either.

With four insiders (an unusually high number among major publicly traded companies, to say the least) and directors having met formally on only 4 occasions in 2006 (another 3 meetings were phoned in), Wal-Mart’s board appears to be little more than a ratifying body for the controlling shareholder. It is hard to imagine that an empowered and independent board would not have taken more decisive and visible action to prevent the self-inflicted stumbles and misadventures that continue to plague this accident prone company. What happens on the Wal-Mart board is what inside directors —i.e., the Walton family— want to happen. It is rather troubling as well that the nomination, governance and compensation functions of the board are folded into one committee. Such consolidation of power and duties makes meaningful review of board performance and practices impossible for all practical purposes. Those who are invited to sit and remain on the board are clearly expected to toe the line —perhaps even in meetings held in the absence of management and inside directors.

Wal-Mart’s problems will persist as long as its thinking is conducted through the narrow and myopic prism its board structure symbolizes and until its corporate governance —and its ethical culture— are dragged into the 21st century.