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.

2007-03-12.jpgJohn Gray, an insightful columnist with Canadian Business, has a couple of pointed and well researched pieces on RIM’s stock options backdating revelations. He drew some of his observations from our postings on the subject at Finlay On Governance and from interviews with me.

Here is an excerpt:

It seems clear that RIM’s board was not exactly holding management’s feet to the fire, says J. Richard Finlay, the founder of the Toronto-based Centre for Corporate and Public Governance. “Surely [RIM’s directors] must have known huge numbers of options were being granted. Did it ever wonder how option dates were being set and how much that might be costing shareholders? The board appears to have been merely a passive bystander in these events,” Finlay writes on his website.

The report fails to answer many fundamental questions about the options backdating scandal, says Finlay. For instance, it doesn’t identify which RIM executive received backdated options, who approved those options and how much those options were worth. The report reveals that RIM’s independent directors received backdated options but goes on to say the directors did not realize they were backdated and the amount of money covered by the options is “immaterial.”

How is it possible the directors did not know they were getting backdated options? Isn’t the board in charge of the company’s option plan?

It is encouraging that amidst the candy floss approach taken to RIM’s report by so many journalists and stock analysts, business writers like Mr. Gray still believe in digging into the facts and not just accepting the off-the-cuff and inconsistent responses the company has been churning out. The articles can be seen in their entirety here and here.