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 company claims it is turning things around.  Given the sputtering pace of progress in altering course and staggering quarterly loss of $3.41 billion, investors must be wondering if what they are turning around is the Titanic.

When its stock fell through the floor in 2006, Nortel’s  “solution” was to consolidate its shares on a 10 for 1 basis.  When its accounting was shown to be something of a scam, it restated its earnings.  Not once, not twice.  Three times would have been a record.  But Nortel went for the big prize: a fourth restatement.  That’s when we dubbed Nortel a serial re-stater.   

Still, its losses mounted.  And each time it recorded more financial disaster, it announced more layoffs.  Quarter after quarter, year after year, the losses climbed and the jobs disintegrated.  Here’s what we said in February:  

… you have to wonder what’s going to happen when Nortel runs out of jobs to cut. Will they try to lay off workers at other companies in order to look good? Stranger things have happened at Nortel, not the least of which is the infinite patience investors have shown for a company that always promises paradise in the abstract but generally delivers disappointment in the quarter.

Today, the company announced a third-quarter loss of $3.41 billion.  And, sure enough, it came up with more bodies to layoff.  They say 1,300 jobs will be eliminated in the near future.  Nortel has reduced its workforce by nearly 60,000, the equivalent of the entire population of Springfield, Ohio.

Nortel has never recovered from the days when it had a disconnected board and a CEO who also seemed rather detached from reality, at least the reality of the burst dotcom bubble.  It lurched from that low point to full blown scandal with criminal charges laid against former CEO Frank Dunn and other top executives, along with a costly run-in with the Securities and Exchange Commission.   Since Mike Zafirovski -its fourth CEO since 2002- took over, Nortel has lost more than $4.5 billion.  Even before Mr. Zafirovski took over the helm at Nortel, management was claiming the company was in the midst of a turnaround.  Given the sputtering pace of progress in altering course, investors must be wondering if what they are turning around is the Titanic.

We asked the question some time ago whether Nortel is capable of righting itself, or whether, given its checkered history and seemingly intractable descent into oblivion, its shrinking asset base and dwindling stock of human capital are better entrusted to other managers and directors.  

Nortel’s stock closed today at less than a dollar on the New York Stock Exchange.  If you took that on the basis of what it would have been before the 10 for 1 consolidation, Nortel would be trading at around ten cents a share.  At its height, the stock sold around $125.

And where is Nortel’s board now?  Has it laid out a plan that is capable of restoring the trust of investors and demonstrating that it comprehends what’s going on?  Is it requiring any accountability from a CEO on whose watch $4.5 billion was lost?  Or is it, like its predecessors, just partying in first class while Captain Z keeps hitting one iceberg after another? 

A ten cent (unconsolidated) price per share seems to be a pretty resounding answer.