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, whose management and board have displayed such colossal contempt for common sense and good judgment and have inflicted so much damage on shareholders and employees, deserves to disappear into the winter snows of folly.  Its employees do not.

Once again, Nortel – now just  the pathetic remnants of a once iconic global brand – has shown its true DNA.  It lacks the corporate gene for grasping reality. The latest example came this week when the company, while in bankruptcy protection and after denying severance and benefits to thousands of employees, managed to come up with millions in bonuses for top executives.  As we have noted  before, from the time Nortel was founded as an offshoot of Bell Canada – with that firm’s monopolistic culture and pampered directors establishing the tone – to the excessive compensation it lavished on previous CEOs (one of whom still faces criminal charges) and the sea of debt it chose to set its course upon, this company has never adapted to reality very well – or accounting rules, for that matter.  It has had, as a defining hallmark of its culture, the tendency to reward and mollycoddle those in the executive suite and in the boardroom, while viewing employees as expendable bodies.

The outcome, though perhaps predictable, is of course sad on many levels, and especially in its human dimension.  But a company whose management and board have displayed such colossal contempt for common sense and good judgment and have inflicted so much damage on shareholders and employees, deserves to disappear into the winter snows of folly.   Its employees do not.  If enough public outrage can be mounted – and it is surely deserved – perhaps management can be forced to share the pain in the same way Nortel’s employees have, by sharing the dollars that go with their obscene bonuses.  It is unfortunate that little indignation is being voiced by the judge who is overseeing the process.  Canada has few jurists like U.S. District Judge Jed Rakoff, who, it will be recalled, refused to go along with the cozy settlement concocted by the SEC and Bank of America last summer.  He thought it was offensive to the public conscience.  So is the compensation arrangement approved in court proceedings for Nortel’s executives.

Ultimately, after having been the most valued company on the TSX, all that there is to show for the shattered remains of this once promising enterprise is a lesson in hubris and, more particularly, the consequences of taking future success for granted, of assuming trophy directors actually are plugged into the company and know what is going on, and of buying into the myth of excessive compensation where riches for a few at the top are taken as a guarantee for all the other investors and employees who have a stake.  Perhaps Nortel can do a better job in that role than it did when, in the mid-1990s, it used to give keynotes at corporate governance seminars holding itself up as a model of sound governance and enlightened leadership.

As Winston might have said:  Some governance.  Some leadership.