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.

If Conrad Black is a great businessman, what and where is his legacy? Is it a thriving corporate empire, or is it just a Napoleonic ego exiled to some kind of legal Elba?

As Conrad Black awaits his fate at the hands of a federal court jury in Chicago, one can only hope that he and his colleagues will receive a just outcome. While I have a sense of what that outcome will be, I have declined to speculate about it for public consumption on these pages. It is a serious matter to have one’s freedom hanging in the balance, as Mr. Black and his co-defendants have. Neither the dignity nor the effectiveness of the process is assisted by pronouncements from armchair courtroom spectators.

There is a surprising interest, however, in the wider implications of what has been learned from the issues raised in the trial. I deal with the corporate governance aspects, and the failure of the guardians, watchdogs and gatekeepers, in Part 1 of this overview. As for Conrad Black himself, it is impossible to escape the public and media fascination with a man who has dominated the landscape for so many years and has done so with uncompromising zeal. Mr. Black’s trial has provided a convenient lens through which many have sought to gain a fuller picture of the person behind the headlines. He has encouraged the public curiosity by writing about the legal and human issues surrounding his case in his periodic columns in the National Post. (For nearly 20 years, my occasional Op-Ed columns were carried in the Financial Post. They never appeared again after Mr. Black took control of that newspaper.)

There will likely be little dispute that Conrad Black is one of the most interesting and intellectually gifted individuals ever to appear on the business scene. He was intriguing as a young fellow who lived in a Don Mills-area mansion, whom my chums and I would bicycle over to see from time to time in the 1950s, always feeling slightly dumber for the experience after we left. He remains fascinating half a century on. In a world where many CEOs are challenged to write coherently three successive sentences on their own, and seem to believe that the beginning of history coincided with their own birth, Mr. Black has written several sizeable historical volumes of scholarly acclaim. Most CEOs rarely have an original idea. Mr. Black has a whole closet full to which he adds on a regular basis the way Imelda Marcos added shoes. Most CEOs are rather one dimensional —or perhaps 2D, if you count their obsession with golf. Mr. Black is a multifaceted figure who has had the wisdom not to tempt that thief of time masquerading as 18 holes on nicely tended lawns.

But for all that I have admired about his larger than life presence, there is also larger than life disappointment. Mr. Black was afforded every opportunity at an early age, including the alacritous assistance of the all-connected and the impressively powerful. Yet, in the end, so much seems to have been squandered.

He was given every advantage —titles, position, money and the gift of a powerful intellect. He was awarded some of Canada’s highest tributes, including an almost unheard of elevation for a non-politician or government official to Canada’s privy council. That comes with the right to be called “the honorable,” which Mr. Black used to the hilt prior to his peerage reward, and a special passport which is claimed to smooth one’s way past snarly customs officials —or haughty head waiters.

Few had his connections or were set upon such a promising path paved by friends, relatives and mentors. He inherited a coveted place at the table of the Canadian establishment. Some might say he eventually took possession of the establishment. But if Conrad Black is a great businessman, what and where is his legacy? Is it a thriving corporate empire, or is it just a Napoleonic ego exiled to some kind of legal Elba?

The jewels of Argus —Massey Ferguson, Dominion Stores, Canadian Breweries, and even Orange Crush— have vanished. Mr. Black’s private holding company, Ravelston, the creation of E.P. Taylor, Eric Phillips and Wallace McCutcheon, is an admitted corporate criminal now controlled by a court-appointed receiver. He bought iconic newspapers like the Telegraph — he did not create them. They are gone from his empire. The one newspaper he takes credit for founding, the National Post, one might argue, has as much to do with the legendary Floyd Chalmers of Maclean Hunter as it does Conrad Black. Mr. Black bought the Financial Post long after it had been turned into a respected business institution by others and built the National Post on that foundation. It’s gone from his hands, too. Even the Hollinger name was the product of others. For many years it was a mining company controlled by Argus. Now it has shrunk to being little more than a check writing machine —for everyone except the shareholders. Lawyers and post-Black executives are making huge sums supposedly for reviving a debt-laden Hollinger. Even the company’s new CEO, someone by the name of Wesley Voorheis, is being paid nearly a million dollars a year from a company that is losing money while the stock languishes at an embarrassing 78 cents —and that’s on a good day.

That spinning sound you hear is the founders of Argus twirling in their graves over such ignominy. The ultimate symbolic indignity was the sale of the landmark Hollinger headquarters at 10 Toronto Street, long the seat of power for Mr. Black and his Argus forebears. Hollinger International also set about to create distance between Mr. Black and its principal asset, the Chicago Sun-Times. The company is now called Sun-Times Media Group, and they didn’t ask for Mr. Black’s permission.

Not all of these events can solely be attributed to Mr. Black’s failings. Some certainly can be. He has been at the helm of this empire for many years and there were, at the very least, doubtless turns in course he might have taken in order to avoid the legal and financial collision that has occurred. Sound judgment has not always been the most active part of Mr. Black’s character. Even his Canadian citizenship slipped through his overreaching hands as they preferred to clasp on to an honorific post offered by another land in a throwback to a by-gone era.

And, if it is shown that he is totally innocent of the charges against him, he has had to have set a Guinness record for bad luck. His personally selected directors have been the laughing stock of the boardroom world as a result of their courtroom performance at his trial. His long-time closest business colleague, David Radler, is an admitted felon for his criminal dealings at Hollinger. Even his private holding company, Ravelston, as noted above, pleaded guilty to a criminal count of mail fraud in U.S. federal court.

There were endless honors and awards for Conrad Black. But in a Black universe of boundless gifts, the potential of great and enduring accomplishment always seemed to be eclipsed —and defeated— by a larger sense of personal entitlement and a preoccupation that others were out to take advantage of him. He and his colleagues had to live in “a certain style,” as he called it, even while incurring the wrath of shareholders —however belatedly. Hollinger was his company, as he put it, an attitude which finally led to his ouster as its head. His obsession with having the noble title of another country caused him to give away his Canadian citizenship, which he now longs for and may wish he had before all is done. There were the Hollinger investors, whom he described as “ingrates.” A few years ago, it was all the shoplifters among the customers and employees of Dominion Stores who were nibbling away at his earnings. Servants (of whom he has many), he declared, were “a notoriously unreliable group, as any experienced employer of such people knows.” Then, of course, there were those pesky “corporate governance terrorists” of whom Mr. Black claims to be a “victim.” It is a self-image that recurs on a number of occasions in Mr. Black’s musings.

I believe Conrad Black has asserted he is a follower of the doctrine of Darwinian capitalism. Have you ever noticed that those who espouse a view of the survival of the fittest are generally those who have survived by starting out at the top? For one born to a mansion and who becomes the early protégé of one of Canada’s most prominent titans (Bud McDougald), who has every connecting door opened and every posh board seat reserved, it would take a special kind of talent to blow the establishment’s version of assisted living. Is this the Darwinian theory of which Conrad Black speaks?

This view of the world is not unique to persons of great wealth like Mr. Black. Charles Dickens wrote about them at some length, and the early 20th century produced a whole succession of such characters. It is nevertheless one of the more disappointing sides of those who hold themselves out to be champions of capitalism. It makes them smaller than they need to be in order to successfully fill that vital role.

Whoopi Goldberg once said Americans will forgive anyone for almost anything —except arrogance. The fact is that those who behave like sultans, whether from Brunei or The Bridle Path, are quick to attain the curiosity of the public but rarely, if ever, garner its respect and affection. Those might be attributes Mr. Black would wish to enjoy in the eyes of the 9 women and 3 men who now hold his fate. He may also hope that the jury will be more meticulous and attentive than his handpicked directors, as evidenced by the testimony of Hollinger’s breathtakingly inept audit committee members.

Whether he is acquitted or convicted, Mr. Black’s more historically enduring offense will be that he failed to live up to the extraordinary potential that fortune, family and providence showered upon him. He could have done so much more. He could have been an illuminating force in a time when people yearn for leaders who are smart, ethical and imaginative. That, in its best sense, is one of the important roles the aristocracy —a class with which he so clearly identifies— is supposed to serve. Instead, Mr. Black chose a path less bright. He seemed to thrive on attacking others with the sneering polysyllabic broadside that became his emblematic signature. There are occasions, of course, when healthy criticism is warranted, and we dispense our share at Finlay ON Governance. We are also on the receiving end of some. But one likes to think that powerful leaders can rise above the petty temptation to clobber others just because they are possessed of a superior vocabulary and have access to the public megaphone.

Mr. Black, it seems, has difficulty distinguishing the decidedly significant from the stupidly annoying. As a follower of some of the best military strategists in history, it is surprising that he never learned the first lesson of the successful general: to differentiate a trivial skirmish from a decisive battle. Greatness in a leader is measured as much by what he chooses not to do as by what he actually does. Restraint has always been a defining hallmark of power. It has been an irregular guest in Conrad Black’s life. He has mocked, chided and insulted virtually every party connected with his current legal woes, from the objecting shareholders and the SEC to the prosecutors at his criminal trial. And, even while they are deliberating on his freedom, he has been unable to resist imparting a sarcastic jab at the jury about their request for an exhibit related to non-compete payments.

Mr. Black’s career, as it relates to the handling of other people’s money in a publicly traded corporation, is, for all practical purposes, at an end. Who would entrust funds to someone who has articulated such a contemptuous view of the role of shareholders and acted in such a high-handed fashion when it comes to leading a board of directors? His actions have also poorly served the institution of capitalism of which he has spoken with glowing admiration. It will, of course, survive Conrad Black. But will it survive the era of excess which he has come to symbolize? It is a time which also coincides with the greatest concentration of wealth at the top in America since 1929. The danger is that the cumulative effect of these forces of greed and acquisitiveness, of which his trial has made Mr. Black such a well-documented example, may spark a backlash similar to the political intervention that reshaped the corporate and economic landscape of the 1930s.

One of the more amusing anomalies that seems to afflict so many of these self- proclaimed champions of capitalism is that their deeds often prompt conditions that stifle and undermine the freedoms of the very system they espouse. The public’s ire over perceived abuses at the hands of the privileged can ignite a firestorm of political action determined to redress the misconduct. Sometimes, it overreaches the target. Still, one rarely finds the objects of the concern willing to moderate their behavior. I suspect this is because they are less the genuine advocates of capitalism they claim to be than they are apostles of personal greed and self-interest —regardless of the consequences. They are content to have others pick up the litter they leave behind.

Mr. Black’s own words and actions create an unavoidable impression of the man. His Louis the XIV style pronouncements (“But I’m not prepared to re-enact the French revolutionary renunciation of the rights of the nobility”), his Nixonesque email moment (“Nor will we accept directors that we do not have confidence will be loyalists, by which I mean conscientious, responsible, thorough, but well-disposed, like the incumbents, though obviously, I didn’t say that”), his stinging contempt for investors and his inability to tolerate criticism — all lead to the inevitable judgment that he is one more tycoon in the grandiose march of the garishly puffed up into the New Gilded Age, one more self-absorbed boardroom titan who had no time for corporate governance and then spent all his time dealing with the casualties of that miscalculation, one more celebrity for whom the public eventually tires of their tedious displays of self-indulgence and overweening ego. However his legal travails turn out, the inevitable conclusion is that, in many ways, the Conrad Black saga is another chapter in the widening sense of betrayal people feel about those whom they have admired, and even trusted, but who ultimately leave them feeling terribly let down.

Whether his fate is that of a free man or one faced with forced confinement, Mr. Black will soon begin to recede from the sphere of influence he craved and the media was happy to facilitate. One does not have one’s boardroom antics and backroom designs (“Dear Donald: Could I ask a rather esoteric favor?”) opened up to the rest of the world without consequence. Exile from the high councils of business and public life would seem a distinct possibility, as is the prospect of legal action of a different nature on the part of the Securities and Exchange Commission and the Ontario Securities Commission, regardless of the outcome of the criminal trial.

Napoleon, it is said, reflected from afar on some of the forces that brought an unexpected end to his career. He attributed his fate not to the strength of opposing armies but to something within his own character. “As soon as I made my debut,” the dethroned emperor is said to have confided to Las Cases, “I found myself rich with power, and circumstances and my strengths were such that, as soon as I was given command, I no longer knew either masters or laws.”

The curse of hubris and a misguided sense of personal invincibility has seen the downfall of more than a few emperors, presidents and, perhaps, an occasional press baron. Having arrived at this doubtlessly unanticipated point in his life, one wonders what, if any, insights into his own character Conrad Black is capable of assessing —or whether he will be content to leave that to other historians.