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.

Alan Murray, of the Wall Street Journal, has a column this week from his Davos trip where he talks about some of the implications of the private equity deals that have become all the rage. This was apparently a much discussed topic behind the scenes at the World Economic Forum last week.  Some of us have been talking about this concern on planet Earth for a while now. Still, Mr. Murray raises a valid question:

Shareholders are right to be concerned about this trend. But the fault lies less with a private-equity market that is generating superior returns than with a public-company market that is generating lousy ones. Investors would be better off if public companies could clean up their own houses, and get rid of the high-priced middleman.

(Column available by subscription at the Journal Online).

I have subscribed to the electronic version of WSJ for several years now, and I would have to say it offers rather good value for the money, the frequency of neocon-infatuated op-ed commentaries and myopic editorial salvos notwithstanding. One can only wonder how things would have been different if a fraction of the resources that went into the Journal’s Ahab-like obsession with the Clintons and Whitewater (you won’t find a hint of the series of books they produced on this subject at the WSJ website any longer) had been devoted to persuading business to take up the cause of global warming (instead of resisting it) or championing the need for reforms in corporate governance and transparency (instead of ignoring it). I wrote several letters to the Journal’s editors at the time in this regard, none of which was published, of course.

In any event, the Journal’s assemblage of news and several worthwhile columnists is something I find difficult to do without. Alan Murray’s contributions are a must. Here is a reprint of my comment on his latest piece, which is also posted at the Journal Online.

I am rather troubled by the galloping trend in private equity deals and the concomitant erosion in both the size and transparency of the capital market if the craze continues. If history is any indication, there is a tendency in these arrangements to be driven by short-term “strip and flip” motivations at the expense of longer-term interests, including those of customers and employees, which no business can live without for very long no matter how hard some may try. I was recently interviewed on this subject by Germany’s Focus Magazine.

But if there are significant lessons to be gained from these capital market take-outs (my term), it is perhaps that private owners are acting more like how directors of public companies should be acting –making rational decisions, setting benchmarks for performance and not being overly influenced by what’s happening in the cozy club.

The fact is that for all the talk of reform, the failure of directors to actually direct and their propensity instead to be unduly acquiescent to an imperial CEO remains the dominant flaw of the publicly traded corporation. Whether it’s in the mail room or the boardroom, performance always comes down to accountability. It is a remarkable discipline and one that is often missing in cases where directors are too far removed from meaningful answering to stockholders, and investors are too weak to effect necessary change.