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 public rarely likes to be hoodwinked or dismissed; their ire is almost certain to be raised when they believe their pockets are being picked in the process.

Somewhere at the intersection of Wall Street greed and tone deaf political acumen you will find the shattered remains of the $700 billion Bush-Paulson bailout plan. It collided on Monday with outrage on Main Street. Whatever else the proposal -which was narrowly rejected by the House of Representatives- was intended to do, its first priority was clearly one of bailing out the banks and players who caused much of the current economic crisis. The value to Wall Street of the vaguely crafted plan to buy back securities would have been immediate and clearly defined. The benefit to Main Street would have been longer in coming and more circumspect in specifics.

Wall Street’s reaction was a predictable plunge in the Dow. It closed with the largest single point drop in its history. The NASDAQ lost more than nine percent of its value. The Canadian TSX plunged by an unheard of 840 points. Unnoticed in all of this mayhem was the fact that the U.S. dollar actually rose as the bill faltered. The next day, more than half the losses were gained back.

The legislation as drafted, even altered from its original sparse and accountability-challenged state, gave too much discretion to the administration and offered too little assurance that its provisions are what the stalled credit system actually needs. The so-called oversight board for the bailout included the same actors who presided over the explosion of the crisis, denied the obvious storm clouds that were brewing and brought to the American people the draft that wanted no accountability whatever. The architects of the plan, and the ones running it, effectively would have been overseeing themselves. The Treasury secretary, the chairman of the Fed and the head of the Securities and Exchange Commission were named to the board in the plan rejected by the House. Monthly meetings were all the legislation required of the board overseeing some $700 billion in taxpayer funds. This is governance, Wall Street style. It’s one of the reasons why calamity has struck so many institutions and befallen so many investors.

Rarely has such an important and costly public policy initiative been as bungled, or its authors and sponsors so tone deaf to an already disbelieving and angry public. It is as if ordinary citizens were not even in the picture for all the heed paid to their concerns or to crafting a plan that would appeal to their sense of fairness and prudence. Not a good approach when 435 lawmakers have to face the voters in 35 days.

Maybe if a few Wall Street CEOs apologized to the public for the excesses and misjudgments of recent headlines and gave back a good portion of last year’s multibillion-dollar bonuses, people would have some faith that there are real leaders in charge. They might also be more predisposed to a bailout. Maybe if the plan did not start off trying to turn Henry M. Paulson Jr. into a modern King George III, with powers that could not be reviewed by any court or authority, initial reaction to the rescue plan would have been more positive. A reasonable mind might even question whether Secretary Paulson -a former Wall Street titan himself, who for some time has been in denial as to the depth of the problem- is really the best person to be hovering over the financial sector in a helicopter shoving billions out the window to his friends and colleagues.

Speaking about pushing money out the window: Since the beginning of the year, more than a trillion dollars has been pumped into the banking system by the U.S. Federal Reserve. On Sunday, the Fed boosted its currency-swap facility with foreign central banks to a total of $620 billion. Hundreds of billions more have already been paid out or committed for the Bear Stearns takeover, the seizure of AIG, the nationalization of Fannie Mae and Freddie Mac and the housing rescue plan passed in July. If these trillion-dollar-plus steps have failed to smash the ice jam in the flow of credit, what assurance is there that another $700 billion will? Does anyone really have a handle on the problem and what needs to be done to fix it, or are policy makers and regulators just hoping that if they keep throwing money at the problem it will get solved? At least 228 Congressional districts appear to be asking the same questions.

No doubt there are serious problems in the financial system.But little certainty has been offered that buying up structured investment vehicles and bad car loans from distressed banks will achieve stabilization in the housing market, which is the controlling declining asset base that is central to the whole problem.

Funneling $700 billion into the hands of the very actors that caused the financial crisis without any hearings or public consultation, and against the advice of some of the top economic minds in the nation -including several Nobel laureates, was a clumsy way of achieving the consent of the governed. The public rarely likes to be hoodwinked or dismissed; their ire is almost certain to be raised when they believe their pockets are being picked in the process. I seem to recall that the relationship between citizens and those who tax them featured rather prominently in America’s founding.

A sensitive and prudent plan would not have started off with targeting $700 billion at Wall Street. This only magnified the public perception of the wealth and privilege gap that is consuming America and fueling its indignation, which rather notably has reached a point not seen since 1929. It would not have attempted to secure a blank check with little oversight and absolute unreviewable powers. That was too reminiscent of other costly bungles by the Bush administration that did not unfold as promised. The lack of vision that has hobbled policy makers and regulators in the past, which saw them proclaiming the subprime fallout would be contained and where each bailout along the way has been portrayed as what was necessary to prevent a wider meltdown, did not bode well for their ability to get it right this time. The outcome seems unsurprising when you really think about it.

Investors would not lay out $700 billion for an ill-defined and uncertain plan run by people with this kind of track record. It is not surprising that American taxpayers are no different.