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.

Governance reforms at this global company come with a huge price tag and are rather slow at that.

Some interesting corporate governance reforms have been announced at Marsh & McLennan Companies, the huge financial services and consulting conglomerate with $12 billion in reported annual sales. Many of the reforms, like mandating the appointment of an independent director as board chair, provision for continuing education of directors and annual board and director evaluation, are ideas The Centre for Corporate & Public Governance, along with other governance experts, has been urging for nearly two decades. Few break any new ground, but even adopting reforms that have been on the shelf for a decade or more is progress in what is essentially a glacial environment.

The company claims the changes came about through an ongoing process of review. Hello? These reforms were the result of events leading to a deal struck with U.S. regulators and New York State Attorney General Eliot Spitzer in January 2005 to settle charges of price fixing, bid rigging and payoffs in the insurance industry which saw the company pay out more than $850 million in restitution. A separate settlement with MMC’s Putnam unit resulted in that company paying out more than $100 million in April 2004 in connection with a market trading scandal that worked to the exclusive benefit of some of Putnam’s biggest clients.

It was a wave of scandals and criminal probes that came as a shock to Marsh’s board at the time and brought my one-time next door neighbor and former MMC chair and CEO, A.C.J (Ian) Smith, out of retirement to head the Putnam board during its period of turmoil and rebuilding.

But it shouldn’t take more than 18 months to do the obvious and what common sense has demanded for years. The current reforms were so long in coming that they raise concerns that MMC’s board is still less than the model of the energetic vigilant watchdog its stakeholders require. The uber-lame statement regarding directors being urged not to hold more than four additional board positions (but allowing for exceptions with the current group and any director in the future who requests it) is a travesty. What kind of responsible director could possibly take on governing duties at Marsh & McLennan and still do justice to several other board positions, or vice versa? This is the kind of state of denial that boards regularly stumble into and is arguably one of the reasons why MMC’s board failed to detect or prevent the previous scandals. As long as boards are composed of people who are not entirely connected with the pace of changing values in the wider society and who take their cues from who is in and who is out of the cozy club, these tragedies will continue.

Marsh & McLennan’s boardroom reforms are a step forward. But they are an expensive one. The price tag to investors should not have been the billion dollars paid out in restitution and penalties and hundreds of millions more in lost business and reputational treasure.