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 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 sort out the mess that many dubious ESG practices are causing.

 

We were the first to predict seismic boardroom flashpoints and downfalls, played key parts in regulatory milestones and warned about game changing upheavals in capital markets.

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.

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 Hollinger newspaper empire he once ruled sputters to an ignominious end; the appeal he boasted waxed the floor with the prosecution results in unanimous defeat.  Even his prison garb pant legs defy the once exacting baronial standards of symmetry and perfection.

August has not been good for Conrad Black, who is spending his first of many summers as inmate No 18330-424 at the Coleman Corrections Facility in Florida.  Whatever else a life of curtailed freedom has done to him, a once legendary obsession with the requisite symmetry of pant legs, ably assisted by the fabled tailors of Savile Row, seems to have been among the earliest casualties of Mr. Black’s institutional experience.

As we noted first on these pages some months ago,  he is the only member of the British House of Lords to have been convicted of corporate fraud since Lord Kylsant of Carmarthen in 1931.  Lord Black’s business empire has also followed the path littered by Baron Kylsant.  Shares of Hollinger Inc., the holding company he controlled, have been delisted from the TSX for failure to file financial statements.  They would only confirm what everyone already knows: Hollinger is finished.  Its connection with its last meaningful asset, the Chicago Sun-Times, has been ended as a result of a litigation settlement.  It now has no business other than suing and being sued.

Mr. Black inherited the now disgraced Hollinger name from the Argus Corporation, an empire he pretty much inherited, too, with a little cunning assistance in the process.  It was once a hugely profitable force in Canadian business.  Now it is all but ashes.  The great assets it controlled, from Massey Ferguson and Standard Radio to Crown Trust and Dominion Stores, were long ago dismembered and sold off by Mr. Black.  Trading in even its slim float of stock is about to be terminated.  Shares will be delisted from the TSX later this month because of a failure to file financial statements.  The Sun-Times Media Group, formerly known as Hollinger International and once the thriving centre of Mr. Black’s newspaper chain replete with celebrity directors like Henry Kissinger, struggles each day under a towering mountain of debt and losses.

Here, the fate of Mr. Black and the companies he headed reprise with eerie accuracy a script written decades ago.  Like the Titanic of the White Star Line he controlled, Lord Kylsant’s Royal Mail Steam Packet Company soon disappeared after his incarceration.  Lord Black’s empire likewise vanished into an ocean of overweening ego, unmanageable debt and boardroom fraud. And like Lord Kylsant, Lord Black also lost out on his appeal of a jury conviction for fraud.  His request for a review of that decision was rejected last week by the 7th U.S. Circuit Court of Appeals, leaving an appeal to the U.S. Supreme Court his only, and decidedly unlikely, course for hope.

One important difference between the fate of the Royal Mail shipping empire and Hollinger, however, is that in the former case, Lord Kylsant was found to have acted as a lone wolf in the fraud.  At Hollinger, the thieves came in a pack.  Today, one of the most underreported records in the annals of contemporary business is that there are more Hollinger directors currently serving time in U.S. federal prisons than there have been of any other publicly traded company in modern corporate history.  In addition to Mr. Black, David Radler, once his top lieutenant, Peter Atkinson and Jack Boultbee are now inmates at various locations of the U.S. Bureau of Prisons.  Mark Kipnis, a Hollinger lawyer who was also convicted of fraud, was permitted to serve his time under house arrest.

One might add to this list of miscreants the name of Alfred Taubman, the shopping center king and Hollinger director who was convicted of price-fixing in the fine art business.   Just as Mr. Black’s friends at the Toronto-based National Post and New York Sun remain unbothered by the idea of a convicted felon serving time writing op-ed columns in their newspapers, Mr. Black and his fellow directors saw no ethical conflict or optical distortion in Mr. Taubman’s continuing to serve on the Hollinger board from the confines of his prison cell.

This should have been seen at the time by the media and Hollinger investors, as it was by us, as a huge red flag in the governance and ethical culture of the company.  The same might be said for the archaic, management-dominated structure of the board of directors at Hollinger. Those who display such open contempt for shareholders and sound governance may also manifest their disdain and flawed judgment in less visible but equally costly actions.  As they did in spades at Hollinger.  As noted before on these pages, when we tried -in the 1990s- to raise the role Lord Black’s dubious governance practices played in Hollinger’s byzantine constitution -including the strange and ill-defined part by Ravelston, the private holding company he also dominated- Canada’s major business newspapers showed not the slightest interest.

There are those who ask how such noble and respected corporate entities as Hollinger and Argus could end up as little more than scattered bones in a bleak and litigious landscape of failure. To that the response must be that when a boardroom is stocked with enough felons to fill a minivan, it is unlikely that any other outcome would have been possible.

With such a legacy, in addition to his present status as a serving felon, we are again prompted to wonder why Mr. Black continues to hold national honors from the country whose citizenship he renounced several years ago.  Much has been made in some quarters of the fact that he is still a member of the esteemed Order of Canada.  Less has been noted of his position as a member of the Queen’s Privy Council of Canada, a post generally reserved for past and current members of the federal cabinet.  An exception was made for Conrad Black to be elevated to the position, under former prime minister Brian Mulroney.  How does it reflect upon the image of Canada in anything but a discreditable light, that such honors can still be enjoyed by a convicted felon.  On this point, if nothing else, Lord Black of Crossharbour parts company with Lord Kylsant of Carmarthen.  Shortly after he lost his appeal and was sent packing to Wormwood Scrubs prison, Lord Kylsant was stripped of his most important honors and titles, except for his membership in the House of Lords, which would have taken an act of Parliament to remove.  It was a small saving grace.  He never returned to that storied institution.

It is perhaps a sign of a different era we live in when a man can steal from his shareholders and be convicted of obstruction of justice while still having his opinions published in widely read newspapers and the string of awards and honors that follows his name remain undisturbed.

Men of money and social status whose favors are always sought out are typically the recipients of awards and impressive rank.  It is the way of the wealthy and well connected to help one another in their moves ever upwards.  Conrad Black has enjoyed considerable assistance in this regard over the years and has accumulated an impressive array of letters after his name.  But for this once most favored son of the Canadian establishment to whom so much was offered, the title that defines him most in the eyes of the law and of society is that of convicted felon.  For that, Mr. Black owes nothing to his friends or family or the insiders he so carefully cultivated over the course of a lifetime.  He earned it entirely himself.

As for his self-serving columns and email messages declaring that regulators and the judiciary in the U.S. have much to answer for in the destruction of shareholder value at Hollinger and characterizing American law as being “a venomous roach, enforced by rattlesnakes and adjudicated by hyenas,” I suspect Conrad Black himself will discover that prison is not intended to be a bastion of self-indulgence and verbal attack and that authorities will soon tire of his scathing denunciations of the “tedious persecution” that he claim has afflicted his life. He writes that he looks to Gandhi and Sir Thomas More for inspiration and likens his plight to those of these icons of moral courage.  A more apt comparison would be to Charles Ponzi, Bernie Cornfield, Robert Vesco and those of similar symbols of moral bankruptcy.

At every stage along with way since his legal travails began, he has miscalculated, misspoken and misapprehended the force of the reality that was marshalling against him.  Jurors who go to the trouble of serving the public interest at not inconsiderable personal sacrifice ought to be spared the behind-bars public tirades of prisoners who continue to berate the judicial system and dismiss their verdicts as “nonsense.”  It is time the penal system began to treat Conrad Black as the common prisoner he is and not the celebrity guest he prefers to portray.