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.

The Centre for Corporate & Public Governance was the first to raise concerns regarding BCE’s press statements in connection with its private equity talks. It has since received several dozen emails and calls from individual investors expressing fears that they were provided, at best, an incomplete picture by BCE when it denied on March 29th that any private equity talks were taking place or that any were intended to take place. The Centre has called for an explanation by BCE and, failing that, an investigation by market regulators. The Montreal Gazette carries the story in a piece today. It also carries a rather troubling response from a manager in Market Regulation Services, the body that is supposed to ensure market integrity. Here is an excerpt from the Gazette story:

A corporate accountability watchdog wants regulators to investigate whether BCE misled shareholders when it denied it was in talks with private equity firms on March 29.

Richard Finlay of the Centre for Corporate and Public Governance said many shareholders relied on BCE’s affirmation that it had no plans to take the company private. “It just doesn’t happen that fast. … It takes a lot of time to pull things together, to gather advisors and law firms.”

He is also suspicious of a spike in trading of BCE shares last Monday, the day before BCE did confirm talks with the pension funds.

“You have to ask if some people were acting on privileged information,” he said.

But an official at Market Regulation Services saw no need for an investigation. “Who knows how quickly things move along,” said Chris Lewer, manager of market surveillance. “The more high profile the case, the more things have tendency to evolve. All we can go by is the press release BCE issued.”

I was not aware that regulators were in the business of blindly accepting without question what publicly traded companies say. If that’s true, they can all shut the doors and we might save a lot of money —except for all the investors that will be fleeced. Certainly the misbehavers in the marketplace —and it is rumored there are more than a few— will be pleased to hear about the new policy of securities regulators, who appear to have been struck with a sudden case of acute panglossianism.

Anyone looking at the two releases, and the huge spike in the trading of BCE stock just the day before the announcement, would have serious questions to ask BCE management. If the right answers are not forthcoming, an investigation should be conducted. That’s the way the system is supposed to work. Dozens of investors have already expressed that opinion and I expect there are hundreds out there who feel the same way.

Fortunately, BCE stock is also traded on the NYSE board. There are a number of U.S. investors who also relied upon BCE’s statements and have some concerns about the contradiction that later followed. So once again, Canadian investors will have to look to U.S. regulators to dig a little deeper than their northern counterparts

The market’s Canadian watchdog prefers to sleep.