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’s falling into bankruptcy proceedings is the ultimate progression of decades of flawed strategies, management hubris and a clubhouse full of disengaged directors.

With its Chapter 11 filing in a Delaware court today,  Nortel is making its final journey as the company that once aspired to be a world-class technology player.  It is unlikely to emerge as even a shadow of its current self, battered and weakened though it be.

This is the ultimate progression of decades of flawed strategies, management hubris and a clubhouse full of disengaged directors.  This was a company which once boasted a market capitalization larger than all the Canadian banks combined.  Today, start up t-shirt makers have a bigger cap.   The stock once hovered above $125 a share in 2001 and 2002.  Adjusted for its subsequent 10 to 1 consolidation, it closed at just under 4 cents (Canadian) on Tuesday.  Trading was halted today.

We have commented about the failure of Nortel and the culture of boardroom arrogance that has now brought it to the steps of the Delaware bankruptcy court.  We think of the arrogance of one-time CEO Paul Stern, the shuffling back and forth (with generous severance each time) in the CEO slot of John Monty from BCE -which created Nortel in the first place- and the huge misjudgments that saw the stock tank in the tech bubble, but still allowed then-CEO John Roth to make off with more than $150 million.  We are reminded of the trophy directors who commanded amazing deference and respect in the business world but who seemed unable to figure out the most basic things of what was happening to the company under their noses.   Then there is the string of accounting restatements and the alleged securities violations and criminal charges against previous management that shook shareholder confidence to its core and from which it has never returned.   Most of all, we are thinking today about the tragedy of the human side at Nortel involving lost jobs and shattered careers in a company that had untold potential but in the end did not produce the boardroom leaders who could capture it or measure up to that trust.

More than a year ago, we proffered the thought:

With its history so steeped in scandal and its present still darkened by constant financial backpedaling, it needs to think through whether Nortel can go on being Nortel.

The company gave its answer today.