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.

With the tragic news that there were no survivors of the explosion at the Massey Energy coal mine in Montcoal, West Virginia, and all 29 miners were lost, attention will soon turn to the causes of the disaster.  The company’s board of directors should not be permitted to escape scrutiny in that regard or to invoke an implausible claim, like the Lehman Brothers board did, that it had no idea what was really happening in the company.  Indeed, there were plenty of red flags to alert Massey’s board to the point where it may well be in possession of information that could prove vital for regulators and investigators.

Over the years, Massey has developed a reputation as something of a serial safety violator in the mining industry.  More than 800 citations, many involving gas and ventilation, have been issued against the company since 2008 alone.  These are the kind of matters which the board’s committee on safety issues is required to take note of and to act upon.

The committee is composed of seven independent directors.  Company filings claim that its purpose is to:

“review and make recommendations regarding safety, environmental, political, and social trends and issues as they may affect our operations and the operations of our subsidiaries,” among other things.

This is not an incidental committee for the board.  Seven of nine directors  sit on the committee.  The unusually high number of directors suggests that the board has consciously decided to give serious attention to  safety concerns.  How it manifested its purported concern is a question the families of many victims will be asking.

The committee is also required on a quarterly basis to make a report to the full board regarding the company’s compliance with “worker safety and environmental compliance, rules, regulations and goals.”

There will be considerable interest in these reports. They will give a clue as to how the company viewed the safety issues that made their way into the Massey boardroom and what, if anything, company management and directors might have done to prevent the Upper Big Branch site from becoming the worst mining tragedy in more than 40 years.