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.

He was, more than anyone, responsible for bringing Bear Stearns to its demise. Already fabulously compensated over many years, he has now been made even wealthier by the American taxpayer.

outrage 12.jpgOn a cold April night in 1912, as the ill-fated Titanic was preparing for its unscheduled journey to the bottom of the Atlantic, White Star managing director J. Bruce Ismay pushed himself ahead of the throngs of horrified women and children and stepped into a crowded lifeboat. Though he escaped death on that calamitous occasion, he never overcame the clutches of odium history held him in and became a reviled figure whose spirit lives in infamy. For us, the name Ismay has become synonymous with the class of leader who puts himself first in times of crisis and leaves others to fend for themselves in the cruel seas of betrayal and folly. We have seen many CEOs, like those at Enron, Nortel and Hollinger, do that in recent years.

Our thoughts turned to the Ismay metaphor when we read that James Cayne had liquidated his remaining holdings in Bear Stearns. He netted some $61 million on the sale of 5.7 million shares. Much of the stock was obtained over the years through generous options that allowed him to purchase shares well below their earlier highs. The move sends a clear signal to the market, and to Bear Stearns employees, that Mr. Cayne will not be leading any effort to get a better deal for the company or to save it as a stand-alone entity. An unceremonious end to the 85-year-old institution now seems unavoidable. It was the final act of a leader who was more distinguished in recent months by absence and folly than crisis management and vision. We chronicled his antics earlier on these pages.

For all of the time since 1993 and up until just the past few months, Mr. Cayne was CEO of Bear Stearns. He has been its chairman continuously since 2001. In the past five years alone, he received more than $155 million in salary, bonuses and other compensation. He was, more than anyone, responsible for the colossal misjudgments of the company and for taking the steps that brought it to its demise. And when the alarms were sounding this past summer and earlier this month, he was nowhere to be found. The New York Times reports that he played little role in talks with JPMorgan Chase about how the companies will integrate their operations.

Given what we have seen in the past, we are not surprised that he was the first to bail out big time. Many, particularly those on Wall Street, will point to how much he has lost on the $10 bid for Bear Stearns stock. Mr. Cayne’s rich compensation over the past several years, when he was overseeing the mistakes that created this catastrophe, will no doubt console him somewhat. Many others at the company, who did not play a decisive role in the bad decisions, will not be so fortunate.

The American people helped make Mr. Cayne, who was fabulously compensated, even wealthier. The Fed-orchestrated bailout ensured that his shares would be bought at $10 –instead of nothing. He was happy to step into the lifeboat taxpayers provided him as the company sinks to the bottom and the casualties are still being tallied. Mr. Cayne’s closing performance at Bear Stearns, as with his previous inexplicable lapses, bring discredit to the term leader. They are our choice for the Outrage of the Week.