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 has produced a fascinating report on corporate governance. What is most fascinating about it is that it repeats the same refrains and clichés that have been written about boards for the past century: directors are working harder than ever (that was the subject of a Fortune cover story in the 1950s); the days of the cozy club are gone (that was said in the New York Times and the Wall Street Journal on a number of occasions in the 1960s, 70s and 80s). Then there is the assertion that directors are beginning to take their responsibilities seriously. In 1932, in the wake of a series of Wall Street scandals culminating in the 1929 crash and the Great Depression, a future justice of the U.S. Supreme Court wrote in a seminal article in the Harvard Law Review, “A popular theme in recent years has been that directors should assume the responsibility of directing….”

In my submissions to committees of the U.S. Congress during hearings leading to the passage of the Sarbanes Oxley Act in 2002, I observed:

No other function of modern business has so consistently failed to perform as the board of directors. The spectacle of Enron’s board pleading ignorance to the advancing dangers that brought down the company is a scene that has been played out repeatedly in the great corporate disasters of the past century.  It will be again.

When the scenes and words recur time and again, you are either watching an old movie with Bill Murray as the hapless hero destined to relive the same day over and over, or you have a seriously dysfunctional institution.

Most directors have no idea that they are repeating the mistakes their predecessors made over the course of 100 years, and even fewer know that they are also echoing the same clichés mouthed by their forerunners. Boardrooms constantly lurch from disaster brought on by slumber to a startled state of alarm when they wake up. Invariably, when the pressure recedes, so does the level of director engagement. But that’s only a symptom of underperforming boards and failing companies. The fundamental cause is that we continue to have the wrong people in the boardroom. In this long running play of what I call the disengaged director, the need for a change in cast has been evident for some time. Until that happens, it will continue to be Groundhog Day in corporate America.