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.

Last month we raised concerns that BCE’s management —rather than its board— appeared to be leading the auction process that the company had embarked upon. Some days after our posting, the board issued its first statement about the process and made it clear that it was in charge. We see from yesterday’s Globe and Mail that Judge Leo Strine of the Delaware Chancery Court has similar views on the role of the board in the kind of events now unfolding at BCE:

Judge Strine says boards today have to take control of negotiations immediately because managers run the risk of being biased in favor of powerful private equity buyers that typically offer rich contracts for the bosses to remain if their bids succeed. Another worry is the reluctance of private equity buyers to compete with each other in takeover auctions, thereby limiting the potential for bidding wars.

Judge Strine’s observations about boardroom conduct should make directors at BCE Inc. blanch. The communications company’s board waited until last week to form a special committee of directors to oversee takeover talks, months after private equity buyers had come calling and more than a week after New York buyout giant Kohlberg Kravis Roberts & Co. collared three of Canada’s largest pension funds for a syndicate that is studying a potential takeover.

Judge Strine is not advancing new law. For at least two decades, the Delaware court has followed the position that boards, and especially independent directors, must ensure fairness, value and objectivity when a company finds itself, or places itself, in play. It evolved out of the early days when corporate raiders threatened to upset management’s grip on power, prompting management to find more friendly suitors —occasionally at the expense of the best deal for shareholders.

An interesting side note— our comments on the tardy entry of BCE’s board were also made to newspaper reporters before they were even introduced here. Apparently they weren’t seen as an issue by the reporters who had called me and there was no mention of this concern appearing anywhere prior to its being raised at Finlay ON Governance. It’s another example of where blogs often outpace more turgid mainstream media, and where reporters are often less clued in to the concerns of ordinary stakeholders and investors than they profess to be, and the practices of sound corporate governance than they ought to be.