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 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 sort out the mess that many dubious ESG practices are causing.

 

We were the first to predict seismic boardroom flashpoints and downfalls, played key parts in regulatory milestones and warned about game changing upheavals in capital markets.

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.

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.

Kickbacks, slush funds, sex scandals. No, it’s not business as usual in Washington D.C.; it’s business in top European companies. Siemens, Volkswagen and now BP have all been implicated in conduct at the top that has brought shame to those companies and disgrace to senior managers. The latest is the abrupt “resignation” of BP chairman Lord Browne, who acknowledged lying to the court about his involvement with a male companion. This is a man who had every honor showered upon him. Created a knight in 1998 and a peer (member of the House of Lords) in 2001, he was a trusted advisor to British Prime Minister Tony Blair. He was not even 60. Yet with all his wealth, power and privilege, he was still challenged in that one all-important but often undervalued department —ethics. And for his failure there, all his other gains and accomplishments will be seen in a less impressive light.

One is tempted to draw a comparison with Conrad Black who, as a Canadian, was granted the highest honors that country has to give, including membership in the Privy Council, which is a position normally reserved for members of the Canadian cabinet and certain high-level government officials. It allowed him, among other things, to travel with a special status green-covered passport, which I do not believe was recalled or surrendered when he renounced his Canadian citizenship. He was a trusted advisor to Prime Minister Mulroney at the time of his award. Shortly after giving up his Canadian citizenship, he was made a member of the lords and for many years before that was a close advisor to then Prime Minister Thatcher. He now stands trial in Chicago on a long list of criminal charges. Whatever the outcome of the criminal case against him —and the evidence of Hollinger International’s audit committee members may well be regarded by the jury as testimony to the directors’ own incompetency on such a grand scale it could form the basis of a reasonable doubt about some of the charges— Conrad Black is unlikely ever to be seen as the poster boy for ethics in business.

Ethical problems continue to plague Siemens, too, where it was announced last month that CEO Klaus Kleinfeld Heinrich is stepping down. That company is caught up in a huge scandal involving bribery of union officials and a sordid tale of corporate misdeeds. The SEC has commenced a formal investigation. The scandal took another top official earlier in April when the head of Siemens’s supervisory board, Heinrich von Pierer, resigned.

Volkswagen had a bribery and corruption scandal as well. In January, Peter Hartz, pleaded guilty in German court to operating a slush fund that permitted union friends, fellow executives and politicians to spend lavish amounts on luxury trips, gifts for “girlfriends” and visits to brothels in Germany, Spain and South Africa.

During the U. S. business scandals of the early 21st century, there was considerable tut- tutting about American boardroom ethics. It appears that any European sense of moral superiority is unwarranted. Boards there have proven that they can be just as lax about instilling —and enforcing— a culture of ethics in the conduct of business as any American or Canadian company. In the category of unbelievable but true, bribery of foreign officials was actually a deductible expense for German companies until 1999.

These scandals might also make investors think twice about the much touted benefits of investing abroad because of so-called Sarbanes-Oxley restrictions. High standards of ethics, accountability and transparency may well make the U.S. system of corporate governance and securities regulation the most costly of any —except for all the others when those standards are absent.