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.

Lehman Changes a Good Start But Far From the End Required

A focus on shortcomings in the boardroom and fixing a broken corporate governance model should be the next move.

In the wake of the striking and surprising losses at Lehman Brothers, we noted on Tuesday:

It is traditional to ask why the CEO, and perhaps other top managers who were responsible for these decisions, are still at their desks. Many at other companies have been booted out. CEOs at Merrill Lynch, Citigroup and UBS come to mind. Accountability at Lehman seems to have no real consequence or manifestation.

The ousting of company President and COO Joseph Gregory and CFO Erin Callan, announced today, is a good start but is hardly an acceptable conclusion to the changes needed. Now the focus should be on Lehman’s shortcomings in the boardroom and fixing a broken corporate governance model.

The boardroom needs new blood. Of the investment bank’s 10 independent directors, three are in their seventies and two are in their eighties. The executive committee, which consists of CEO and board chairman Richard S. Fuld, Jr. and 80-year-old independent director John D. Macomber, should be shelved. The finance and risk committee, chaired by 80-year-old Henry Kaufman, should get active. As first revealed by Finlay ON Governance, this committee met only twice in 2007 and in early 2008 even when risk was becoming the 800-pound gorilla in everybody’s Wall Street boardroom.

As long as the CEO is permitted to head both management and the board, allowing Mr. Fuld to effectively report to himself, it is doubtful that Lehman will make the changes it needs to ensure the discipline of accountability that is essential to the survival and success of any business today.