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.

General Motors and Nortel look at bankruptcy. The BCE deal dies.  The Bernard Madoff fortune-making machine was a fraud.   The demise of once commanding forces takes its toll and causes us to have many questions about the permanency of success and the always-looming specter of disaster.

This week revealed  things no mortal was ever supposed to see.  General Motors, once the largest company in the world, hired bankruptcy lawyers just as the U.S. Senate voted down the lifeline the automaker said was critical to its survival.  The BCE deal -the richest private equity transaction in history, involving what was the biggest company in Canada- unexpectedly collapsed and died on the auditor’s desk.  The staggering loss to shareholders may have resulted in a few of them collapsing as well.  Analysts had seen the deal as a sure thing right up to the end.  Nortel, BCE’s creation and once the darling of Wall Street that used to give lessons in corporate governance to august conferences of business leaders, was rumored to be looking at bankruptcy, too.  Its shares stood at more than $125 only a few years ago.  On an unconsolidated basis, they trade at something like seven cents each now.  And Bernard Madoff, the Wall Street lion fabled for his investment skills, was revealed to be nothing more than a gigantic fraud.

You may be tempted to conclude that one event has been left out of this litany: the criminal complaint laid by the U.S. Attorney against Illinois Governor Rod Blagojevich.  But in a state where the previous governor is serving federal prison time for corruption and in a walk of life notorious for the defect of its ethics gene, it would be the absence of allegations of corruption that would actually turn the head in surprise.  Still, the scale of the Governor’s purported narcissism, not to mention his Nixonesque vocabulary, does take the oxygen out of any room where he is discussed.

Just as the Pharaohs of ancient Egypt ruled for thousands of years, until they suddenly did not, and other empires once feared fell like whimpering children in a night-darkened room, the demise of commanding forces takes its toll.  It shatters our sense of order and self-confidence and causes us to have many questions about the permanency of success and the always-looming specter of disaster.   If giant companies and titanic figures can fail, if they are less than they appeared to be, what will become of us?  How are we to judge true success?  How do we protect ourselves from the carnage produced by its impostors?

There are perhaps no quick answers.  Looking back, the obvious signs of arrogance that brought the powerful down begin to offer the outline of an explanation.  Few companies were as arrogant as General Motors, which for decades made a business less in manufacturing cars than in showing its disdain for customers and their value in Detroit’s equation for success  -first about safety in the 70s, then quality and finish in the 80s, and more recently fuel efficiency and green technology in the early part of the 21st century.  BCE never would have risen to its esteemed place had it not been protected as a monopoly for as long it was.   But even that was not enough to shield it from gigantic shareholder wealth despoliation by mediocre management or the consequences of disengaged trophy directors who seemed more suited to being hung on the wall like a prized moose than holding management’s nose to the grindstone.  Nortel thought it would follow along on that path of smug self-satisfaction and delusion.   Now hopes for its survival appear to be an act of desperation, if not delusion, as well.  Bernard Madoff managed even to out-Wall Street Wall Street when it came to shell games and creating the illusion of invincibility, while following the best country club rules, of course.

There are always lessons to be taken from the decline and fall of empires and institutions, and of the modern day Napoleons who command our attention and our confidence  -which generally translates into our money.  We should have learned a number from the events of this week.  Here is one that goes to the top of the list:  perhaps we are too easily accepting of what others proclaim to be success.  Maybe we should heed the voice inside us that decries grandiosity and the chimera of invincible status.  History would seem to instruct that there cannot be sustained value in stocks, companies or in people unless they are governed by an unswerving code of values.   What we have seen this week is one more confirmation of a long established principle: there are none too big or too wealthy that the smallest seed of human vice cannot eventually bring down if left untended and unwatched by regulators and directors who too often sleep and citizens/shareholders who too rarely question.