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.

I had an interview with Peter Brieger yesterday about the sudden resignation of Biovail head Eugene Melnyk. It’s in today’s Financial Post. Mr. Melnyk’s is a familiar story where a dynamic entrepreneur founds a company, does well, tends to dominate its affairs and places less emphasis on the checks and balances of sound corporate governance practices than is advisable. Then problems arise. Right now, the results of a similar scenario are being played out in a Chicago courtroom in the case of the United States vs. Conrad Black. It should be said that Mr. Melnyk had far fewer advantages starting off than did Mr. Black, as we have noted previously. To me, a significant portent of the problems Mr. Melnyk and his company are now facing came when he received an annual compensation package of $122 million in 2001 alone.

The Melnyk/Biovail case is interesting from another perspective. While Mr. Melnyk was being investigated by Canada’s Ontario Securities Commission, he held on to his post. Just days after receiving the “Wells Notice” from the SEC, he threw in the towel. Members of the Hollinger International audit committee have also received Wells Notices, and judging by their recent testimony regarding the nature of their directorial “oversight, ” the SEC’s actions can’t come fast enough in my view.

As I said in the interview, when the SEC comes knocking at your door, it tends to get your attention. It’s another example of how differently the two regulators are viewed even in Canada by Canadian business figures and a further indication that the OSC has a problem being taken seriously and that Canadian investors have a problem being adequately protected by it.