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.

Report will please controlling owner-managers but does it serve the interests of investors who are treated like second-class shareholders?

Not to be confused with The Centre for Corporate & Public Governance, a group called the Institute for the Governance of Private and Public Organizations (interesting choice of names, don’t you think?), created in 2005, has come out with some suggestions on how to make dual-class shares more palatable. The study recommends a number of conditions that might make super voting shares, which give their holders a disproportionate say in the affairs and fortunes of the company, acceptable to even major investment institutions such as pension funds. Now, as an investor, you could get yourself all twisted like a pretzel in trying to accommodate the reluctance of company founders to step up to the reality that when a business goes public you can’t really pretend it is still private. Or you could just say no to such an outmoded, anti-investor scheme. The Centre for Corporate & Public Governance, which is North America’s first and oldest fully independent think tank on issues related to boardroom accountability and effective governance, has been on record for at least a decade in its opposition to dual-class share structuring. It continues to champion elimination of this antiquated system today.

It is interesting to look at the source of this new report. It comes from a group working out of Concordia University and has the backing of some large companies, like Power Corporation, which rather like dual-class shares. The board includes Guylaine Saucier, who, in addition to being a director of Nortel for many years, headed a study into corporate governance in Canada in 2002. As I said at the time in The Globe and Mail, the makeup of that committee, which included two other Nortel directors (then CEO John Roth among them) and its approach to the issues were so breathtakingly short-sighted that they were likely to be a harbinger of an equally visionless and ineffectual report. I believe subsequent events in Canada confirmed that prediction. The implosion of Brampton, Ontario-based Nortel represented the largest loss in shareholder value in Canada’s history. Mrs. Saucier and other board members at the time claimed the disaster came as quite a shock, as they did not see the problems at Nortel that were unfolding. Given the changes the group she headed also failed to see for the future of corporate governance in Canada, this statement comes as no surprise. The question is, Is Canada well-served by the chronic myopia of such directors and should they be relied upon to determine what is in the best interests of investors?

What is most disappointing in this report is that it has the support of the Ontario Teachers Pension Fund and a number of other prominent institutional investors. One might expect a greater degree of forward-thinking leadership on this subject from such advocates of boardroom change. On this point, it appears they have thrown in the towel, leaving it to individual investors to just say no to the transparent efforts of corporate titans to cling to power. I suppose it will take more scandals like Hollinger and more boardroom conflicts such as those at Magna and Bombardier before the apostles of dual-class appeasement actually see the light, which in the dimly lit recesses of the cozy club that produced this document, can take a very long time. It is regrettable that among its billionaires and business leaders, its boardroom luminaries and well-positioned academics, Canada cannot find its own modern equivalent of William Ripley, who, in the United States during the 1920s, mounted a campaign to expose dual-class shares for the attack on fairness and investor sensibilities which they were and eventually got them banned. And unlike today’s directors, he wasn’t even being paid by shareholders to do the job.