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.

Never have so many directors of a single publicly traded company been convicted on criminal charges in connection with their duties as board members.

With the formal sentencing yesterday of F. David Radler today on one count of fraud following the prison terms set last week for Conrad Black, Peter Atkinson and Jack Boultbee, a formal record was set in the annals of modern corporate history. Never have so many directors of a single publicly traded company been convicted on criminal charges as were these four one-time directors of Hollinger Inc. Black, Radler, Atkinson, Boultbee and Mark Kipnis were also either directors or officers of Hollinger International, the Chicago-based subsidiary which has since changed its name to Sun-Times Media Group. Together, they will serve a total of 158 months in federal prison. Mr. Kipnis was sentenced to six months in home detention with electronic monitoring and another 275 hours of community service on his conviction for mail fraud. He is considered the lucky one of what I have dubbed Hollinger’s Chicago Five.

Some legal observers have suggested that the crimes for which these men have been tried, convicted and now sentenced are small brew in comparison to Enron, WorldCom and other frauds. They miss the fact that it was a substantial chunk of the Hollinger boardroom in both companies that plotted these crimes and will eventually serve time in prison. They also fail to note that Black, Atkinson and Kipnis were trained in the law. One could add that there has never been a more vocal opponent of modern corporate governance practices or those who advocate that standard than Conrad Black -or at least no one who carried on that role with such relish while they were headed to prison for their misdeeds in the boardroom. We have spent a lot of time on these pages reviewing the corporate governance shortcomings of Hollinger International and its Toronto-based parent, Hollinger Inc., which we described as a train wreck just waiting to happen.

Finally, there is the significant detail, which seems lost in the analysis of some commentators, that Conrad Black was born to wealth, privilege and opportunity, unlike Ken Lay, Jeff Skilling, Bernie Ebbers or Dennis Kozlowski. He was awarded title and honors. He counted presidents, prime ministers and royalty among his friends. He was, shall we say, a few notches above America’s recently dethroned tycoons in the intelligence department. A great deal was expected of one whom so many regarded as a great man and thus the magnitude of Mr. Black’s crimes seem proportionally larger in scale, like the man who committed them. It is difficult to imagine that he really needed a few million more or that he would risk losing his freedom and reputation for that tainted addition to his already hefty bank account. The actions of people cannot always be fully explained or predicted, however, whether among the masses or the high born. The case of the United States of America v. Conrad M. Black is just one more exhibit in that immutable law of human nature.

As we have commented before, Hollinger International was also distinguished through the testimony of former members of its audit committee, who showed themselves to be so totally clueless in that role that they gave new meaning to our term the disengaged director.

Hollinger was never among the biggest companies in the United States or Canada. But it will be remembered for the infamous records it has set, which place it in a class that hopefully will never be rivaled.