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.

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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.

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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. 

 

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We were the first to predict seismic boardroom flashpoints and downfalls and played key roles in regulatory milestones and reforms.

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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.

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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.

 

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Our rich institutional memory, combined with a record of innovative thinking for tomorrow’s challenges, provide umatached resources to corporate and public sector players.

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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.

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The Finlay Centre for Corporate & Public Governance

 

Our Record of Achievement Built on Values ~ and Hard Work

 

 

 

 

The Centre for Corporate & Public Governance, now The Finlay Centre for Corporate & Public Governance, has been illuminating the evolution of private enterprise and public trust for more than four decades. It is North America’s first fully independent think tank dedicated to advancing higher standards of ethics, transparency and accountability in major corporations and public institutions. It is the oldest continuously cited influencer on modern boardroom practices and the attributes of institutional trust.  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.

Groundbreaking firsts

The Finlay Centre’s trailblazing research on ethics, social responsibility and governance have influenced generations of thoughtful decision-makers. Our work and advocacy preceded today’s ESG by several decades. J. Richard Finlay coined the term stakeholder capitalism in the 1980s. Today, The Finlay Centre for Corporate & Public Governance continues to chart the path toward the timeless truths of integrity, diversity, equity and fairness that are the pillars of success — and legitimacy — in all trusted organizations.

Widely recognized for our contributions to landmark legislative and regulatory reforms, The Finlay Centre was the first organization of its kind to testify before hearings of the Toronto Stock Exchange in 1993 and 1994, at various regulatory reviews in the investment industry, at the banking committee of the Senate of Canada in 1993, 1994 and 2002 and at several committees of the House of Commons, which led to the passage of Canada’s first lobbying legislation. The Finlay Centre has also made groundbreaking submissions to the New York Stock Exchange and to the Banking Committee of the US Senate in advance of passage of the Sarbanes-Oxley Act of 2002.

Many of today’s boardroom practices were first given voice by The Finlay Centre 

The same focus on transparency, accountability and ethical standards The Finlay Centre originally brought to the governance of corporations we also apply to public institutions. Our critique of the governance practices of the IMF and the New York Federal Reserve, for instance, drew attention at the highest policy levels, including inside the US Congress.

The Finlay Centre has spotlighted shortcomings in the governance and accountability of the New York Stock Exchange, the New York Federal Reserve, the TSX, the Ontario Securities Commission and in conflict rules pertaining to investment analysts. In recent years, we have focused on improvement opportunities in municipal governance and with public boards, commissions, agencies and adjudicative tribunals. Too often, these bodies give the illusion of public participation and access to information while effectively thwarting both with complicated bureaucratic machinery that make them impenetrable to ordinary stakeholders and everyday actors. 

Over the course of more than four decades, The Finlay Centre and its founder have published hundreds of articles and commentaries.  Many have made their way into proceedings in the US Congress and Canadian parliament, as well as best selling books, scholarly papers and op-ed pages. For years, our companion site, FinlayONgovernance, was one of the most widely read and quoted sources of cognitively diverse thinking and thought-provoking analysis about modern boardroom practices, including the dysfunctional system for awarding CEO pay and its malign outcome.

Uncanny prescience

With uncanny accuracy, in numerous op-eds, media interviews and on the pages of The Finlay Centre’s FinlayONgovernance, J. Richard Finlay was the first to identify existential governance failings and boardroom misadventures of major corporate players and stock market darlings. As he later pointed out to the US Senate Banking committee and its Canadian counterpart, these boardroom debacles were often fuelled by excessive CEO pay as well as an abundance of disengaged directors. He was the first to raise issues that ultimately led to the demise of notable corporations, and in many cases accurately predicted the collapse of  others, including Northland Bank, Confederation Life, Enron, WorldCom and Countrywide Financial, Crown Life, RT Capital, Corel, YBM Magnex, Eaton’s, RIM, Lac Minerals, Nortel, Dennison Mines, Bre-X Minerals, Livent, Hollinger, Fidelity Trust, Standard Trustco and Unity Bank, Lehman Brothers and iconic Bear Stearns, where his two-part analysis called Did Bear Stearns Really Have a Board? captured rapt attention by regulators and law makers worldwide. He also put the boardroom practices of monoliths like Bank of America, Citigroup and Merrill Lynch up to the light of governance scrutiny like nobody had done before.

It is this unmatched prescience documented in a chronicle of disaster foretold that substantially sets The Finlay Centre for Corporate & Public Governance apart from organizations claiming a governance focus that have more recently come into the picture. 

A recognized voice of record

Over the years, The Finlay Centre for Corporate & Public Governance has been called on to advise governments, the university community, NGOs, charitable organizations and major corporations. Three prime ministers of Canada have publicly cited and benefited from our work. The Finlay Centre has worked with the media to educate on the role of ethics, social responsibility, trust and good governance as defining attributes in our economy and democracy and has participated with experienced journalists in breaking front page news stories. 

Writing the next chapters

Building on our record of leading-edge thinking and accomplishments, the lab activity at The Finlay Centre for Corporate & Public Governance continues at pace. We’re examining and testing tomorrow’s game-changing ideas and tectonic shifts so others can begin to work and make a difference with them today. We’re always happy to hear your thoughts and suggestions.

 

 

Email for General Inquiry

For every major corporate policy, decision or public explanation, more and more people are asking: Is it right? Is it fair?  And most perplexing of all for the board of directors: is it in the public interest?

It now seems clear that the profitability and economic performance of a corporation will increasingly cease to be the sole criteria by which it is judged. A new set of legitimizers of public consent is coming to the fore, accelerated and strengthened by the harsh realization of the fragile interdependence that links our economy, our society and our environment.

J. Richard Finlay, Business Quarterly, 1979.

(Presaging the arrival of ESG by more than 40 years)

. . .

There is a revolution that is beginning to confront the major corporations of North America. Its driving force is a combination of social responsibility advocates and traditional shareholders. Together, these groups are united in their determination to impose a higher level of accountability and responsibility from today’s major corporations to ensure that corporate resources are used fairly and in ways that avoid posing danger to consumers, employees, the environment and the public interest.

This is the rise of stakeholder capitalism.  If it is successful, it could fundamentally alter accepted standards of corporate responsibility and performance.

 J. Richard Finlay, excerpt from “Ethics and Accountability: The Rise of Stakeholder Capitalism,” Business Quarterly, 1986.

. . .

Another thread seems to be bolt­ing from the already unrav­el­ling mess of envir­on­mental, social and gov­ernance invest­ment rat­ings (“S&P drops ESG scores from cor­por­ate bor­rower rat­ings amid polit­ical back­lash”, Report, August 9).

Why is this not sur­pris­ing? ESG is a per­fect storm for baffled board dir­ect­ors in their inter­ac­tion with a world too many are insu­lated from and often little under­stand. Con­flicts abound. Pushed by rat­ing agen­cies that col­lect huge fees, and not infre­quently, con­sult­ing work from the com­pan­ies they rate, ESG ser­vices have also been sold as another com­pens­a­tion bonus scheme for top man­age­ment.

It’s no coin­cid­ence that ESG rat­ing inform­a­tion and board explan­a­tions for cor­por­ate com­pens­a­tion awards seem to be writ­ten in the same abstruse style. Sort­ing out actual per­form­ance from self-serving state­ments is a bewil­der­ing exper­i­ence.

When I began pion­eer­ing ESG val­ues dec­ades ago, it was in the con­text of what I called the new legit­im­isers of pub­lic con­sent that coali­tions of stake­hold­ers were start­ing to force upon res­ist­ant board­rooms.

The chief bar­ri­ers to adop­tion then were a lack of cog­nit­ive diversity among dir­ect­ors and an almost chronic inab­il­ity to ima­gine a dif­fer­ent future.

Those bar­ri­ers still hobble decision­mak­ing today, where board­rooms and ESG rat­ing agen­cies often see the world through a very blurry eth­ical lens.

J. Richard Finlay, writing in the Financial Times, August 21, 2023.