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.

When the misguided decisions of Wall Street can so radically alter the life and fate of every Main Street in America, it is time for Washington to weigh in, big-time.

Our comments about the Great American Boardroom Bailout Sweepstakes caught the attention of the ever-watchful Marketbeat column at the Wall Street Journal yesterday. We get the impression that there is some much deserved second-guessing going on about the wisdom of the solutions Wall Street –and the Fed, for that matter– have come up with to repair the damage their folly and misguided thinking have caused. The fire sale of Citigroup stock to offshore sovereign funds controlled by non-democratic regimes, for a chunk of the company at prices that would have been unthinkable just a few months ago, is finally prompting some questions among investors. And this was before today’s stunning report of a larger-than-expected fourth quarter loss, more write-downs, a dividend cut and job layoffs that are just the beginning of that sorry process.

One thing we know for sure: quick solutions and untested ideas can have unintended consequences, as the calamity of subprime-related investment vehicles confirms. So, too, can corporate myopia. It was just a few months ago that Charles Prince was saying credit problems weren’t expected to amount to much at Citibank. It’s bad enough when titans fail to display the foresight that should come as standard equipment for the elephantine pay packages they get; it’s downright scary when they don’t even possess basic 20/20 vision.

There’s just too much resting on whether or not Wall Street’s wizards and the gods at the Fed get the solutions right, or whether there are other key parts of the puzzle they will fail to see, just as they missed the Titanic subprime iceberg taking shape on the horizon. The unprecedented magnitude of the losses being chalked up, and their widening impact upon the economy, are beginning to raise serious public policy concerns. When the misguided decisions of Wall Street can so radically alter the life and fate of every Main Street in America (and other towns and villages of the global market) it is time for Washington to weigh in, big-time.

Congress needs to be more aggressive at getting to the bottom of what went wrong and why. For a start, the star players in the drama, like former CEOs Charles Prince of Citigroup and Stanley O’Neal of Merrill Lynch, need to be called before Congressional committees. Those two banks alone probably constitute somewhere between $30-40 billion in losses and write-downs. Add a few more subprime stars like Countrywide’s Angelo Mozilo and Bank of America’s Ken Lewis, who thinks the ailing mortage lender is a good buy now, and you might have the basis for getting at some critical answers, or at least some very good questions from lawmakers. Another question for legislators: Where were the boards of these institutions when all the key decisions –the wrong decisions– were being made? Is there still a culture, even in the post Sarbanes-Oxley era where boards are insufficiently engaged in assessing multi- billion dollar risks and ensuring that information is presented to investors in a transparent manner?

Here’s an idea: With so much riding on sovereign fund investments, and a great deal unknown about them, how about having some of those players called to testify at the hearings? Much more needs to be learned about their intentions, how they make their decisions regarding the equity they are building in American capitalism and the role they plan to play in the governance of those institutions. What kind of mechanisms can be created to make them more transparent? Should they, for instance, be required to appoint an American advisory board which would regularly report to the public about the actions of the funds, and ensure that they are operating in the public interest?

Issues of subprime bailouts, foreign investment and the failures that brought American capitalism to this troubling state are far too important to be permitted to escape scrutiny or unfold by stealth or default, which is the current mode of operation. Those actors have too often entered the room when no one was paying attention and waltzed out with most of the silverware in their pockets.