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.

Last October, when Countrywide Financial posted the first loss in its history, we expressed skepticism over the company’s claim that it would return to profitability in the fourth quarter. That quarter has come and gone and the company today announced a net loss of $421.9 million. The loss for the previous quarter was $1.2 billion. An impairment charge of $831 million related to mortgage and credit issues was also recorded for the fourth quarter.

We noted that when the company made its claim about better times ahead (to which the market responded affirmatively) CEO Angelo Mozilo was busy selling a bundle of his own shares.

It will be recalled that when the fortunes of Enron were deteriorating, CEO Ken Lay was boasting about its rosy future while selling off his stock in the company. That’s not the only similarity with between Countrywide and Enron, however.

Earlier this week, Mr. Mozilo, who has been one of the highest paid CEOs in America over the past several years, said he would be giving up more than $37 million in fees and severance when the company’s deal with Bank of America is completed. Enron’s Lay gained considerable praise by agreeing to give up $60 million in bonuses just before that company imploded. The move was greeted at the time as a model of corporate leadership in many circles and made Mr. Lay something of a media darling -for a few weeks. As it turned out, Enron didn’t have the money to pay Mr. Lay, and soon it had no money to pay its employees. It was a “success” story built upon a cloud of fraud and deception where a CEO and top executives tried to push up the value of the company’s shares, and their bonuses, with false claims and faked books.

Countrywide’s claims have already been shown to be suspect with the most recent loss. We wonder how many other surprises are in store for investors and stakeholders as this story unfolds.