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.

outrage 12.jpgThis highly valued company enjoys a global reputation for technological innovation. The chair of its board helped to found a think tank to examine issues of global governance, and heads that board. Yet the company’s own governance falls well below best practices, with three members of management sitting on its small board of seven, a stock options plan for directors, and its insistence on having its co-CEO also head the board to which he reports.

When the company launched its internal investigation into possible stock option irregularities last September, it established a committee of four outside directors who are also members of its audit committee to conduct the review. The company assured shareholders at the time that no material restatements would be required –despite not having completed the investigation. During the course of the review, with no explanation to investors and a stunning disregard for the optics of such a move, the co-CEOs exercised more than 750,000 stock options even while the company was in default of its statutory financial filings for the second quarter. Shortly after, the company advised the Ontario Securities Commission that it had found hundreds of thousands of additional documents as part of its investigation and that the restatement anticipated would be “substantially larger” than previously projected.

Late last Friday, in yet another surprising twist, the company announced that two directors would be stepping down from the probe over matters involving the “perception” of objectivity in the investigation, leaving only two others to complete the review that has already produced too many surprises. The board itself continues to be headed by a co-CEO who is a central figure in its stock options investigation. These matters have been the subject of continuing attention at Finlay On Governance.

It would be hard to imagine a more clumsy approach to an important issue from a board and a company that should have done much better. All of this reflects a persistent undervaluing of both principles of sound governance and common sense that have compromised the integrity of the internal investigation and the reputation of the company in ways that were entirely avoidable, which makes this latest episode in Research In Motion’s mishandling of its stock options fiasco the Outrage of the Week.