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.

holly.jpgI am always amused how each new generation of business leaders and thinkers acts like it just invented the concept of corporate social responsibility, a topic that is again making the rounds of think tanks, conferences and luncheon speeches by earnest voices. I suppose I was like that myself when I wrote a much discussed 5,000 word article on the subject in a respected academic journal in 1976. That kicked off a series of further articles, op-ed columns, media interviews, university lectures and speeches that has continued for more than three decades. In point of fact, thoughtful CEOs like Owen D. Young and respected legal scholars such as E. Merrick Dodd, Jr. were talking about this subject long before I was born.

More bewildering is the fact that many in business still regard the idea of corporate social responsibility as a subversive doctrine. Now, if you really want to see an example of boardroom socialism, look no further than CEO compensation, with its pay for showing up, pay for just signing up, pay for a change in ownership conditions, pay for being terminated, pay for leading the company into financial loss or scandal, pay for being Jack Welsh and because you had a board that felt you should be spared the harshness of paying for your own newspapers, cable TV subscriptions and flowers, and pay in the form of re-priced stock options when the performance of a stock dives and the CEO doesn’t want to buy it at the price normal investors must pay. These are the kinds of deals that would make Karl Marx blush.

But I raise the matter of corporate social responsibility because this time of year always brings back Dickens’ A Christmas Carol, and with it lessons that always seem to ring a bell. There is one particular scene where Scrooge recalls to the ghostly Marley that he was a good man of business. Marley responds with a chilling blast:

Business! Mankind was my business. The common welfare was my business; charity, mercy, forbearance, and benevolence, were all my business. The dealings of my trade were but a drop of water in the comprehensive ocean of my business!

It is a timeless reminder about the larger purposes of life –an enterprise in which we are all stakeholders and share common obligations and common dreams.

I will be off-line for a while, enjoying the blessings of family and friends at this time of year, and hopefully finding ways of making the season brighter for those with little of either. Loyal readers and boardroom luminaries alike can rest assured that the Finlay ON Governance Outrage of the Week will return to its normal slot in early 2007.

May I take this opportunity to thank those who have glanced over these pages in the past few months and to wish everyone a very Happy Christmas and all the best for the New Year.