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 crashing fall of Research In Motion’s stock from its euphoric highs where management could do no wrong (even when it did) to the current depths of shareholder odium has one explanation — and only one explanation.  It is a failure of corporate governance, pure and simple.  What brought RIM to this point was adumbrated on these pages some time ago.  A few changes in boardroom players followed our reports, but a change in culture did not.  The current crisis confirms that the board remains overly deferential to its co-founders.  This, along with the fact that directors continue to permit them to head the board as co-chairs, as well as head the management team as co-CEOs, is exhibit one in the case for RIM’s governance shortcomings.  Any board that would have allowed the two men who were at the center of RIM’s options backdating scandal and who displayed such sophomoric excuses as to their knowledge of corporate governance practices and basic accounting rules (Mr. Balsillie retains a professional accounting designation) is not a board that entirely understands its role in protecting shareholder interests.  We were the first to call for the appointment of a non-executive chair at RIM some years ago and for the dismantling of the peculiar positions of board co-chairman and management co-CEO.  Those reforms are needed now more than ever, yet the board seems both deaf and blind to their urgency.

As RIM’s shareholders have watched billions wiped out in stock value over the past several weeks, little has been heard from the board or its lead director, John E. Richardson, however.  Nor has there been any indication that directors are foregoing their fees during a time when investors are losing so much.  Each director is paid a minimum of $150,000 annually.  That’s a reasonable fee for directors who are adding value; it is far too much for bystanders to a company’s calamity.  Exactly one year ago , RIM’s stock on the NASDAQ Exchange closed at $58.84.  As of this posting, the stock has fallen to $26.74.  Investors are bailing in droves.

It is time for a shakeup at RIM.  It starts with a board that ceases to be mesmerized by management actors who have too long dominated the corporate governance stage and brings in serious accountability reforms that raise investor confidence and restore corporate performance.