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.


Why is governance so important?

And why The Finlay Centre for Corporate & Public Governance?

Good questions.

The primacy of sound governance cannot be denied and should never be underestimated. Those who exercise power over the well-being of others and the life of the planet, or act as stewards of other people’s money, enjoy a covenant of trust that has few comparisons. Trillions of dollars around the world, and the fate of countless lives, are held in the balance.

Every time you use medication, board public transit, fly on a plane, shop in a grocery store, buy a bottle of water, make a bank deposit, invest money in a pension fund, use a mobile phone, visit a hospital or drive to work, you depend on sound governance practices to keep you safe, to avoid inflicting harm and to leave you better off.

That doesn’t happen by accident.

At its best, sound governance is built on the pillars of ethics and truthfulness, transparency and accountability and a deep acknowledgment that the powers that are exercised are “powers held in trust for the entire community.”

Some will say ESG is part of that equation. Others will put their trust in stakeholder capitalism or responsible investment.  As J. Richard Finlay wrote two decades ago, “only the well-governed corporation, built upon a foundation of ethics and integrity, is capable of ensuring that the needs of society are met”. It is the key to our hope of advancing the common interests of humanity and solving the greatest problems of our planet. Having had more to do with the evolution of these ideas than almost anyone alive today, he knows that the right decisions, which are the only ones that are acceptable, come down to the actions and values of one leader, one director and one decision-maker at a time.

Sound governance is the engine that drives the social contract between corporations and their stakeholders. It is what determines the E, S and G components of ESG.  It is the moral glue that keeps the modern corporation, with all its power, legitimate.

We know from painful experience all through the 20th and early 21st centuries about the consequences when directors fail to direct and sound governance is made to take back seat in the boardroom. The Finlay Centre’s predictions about the companies that failed or required government bailouts, from Nortel to Livent and Lehman Brothers to Bear Stearns, read like a chronicle of disaster foretold. Each had the fingerprints of bad governance all over it, as did the resulting worst recession since the Great Depression.

A. A. Berle, Jr., who, along with E. Merrick Dodd, Jr., are the fathers of modern corporate governance, taught that “legitimacy, responsibility and accountability are essential to any power system,” especially in a system where corporate powers are seen to held in trust for the entire community, as Berle noted in 1958.

Keeping a commitment to these ideas and advancing the cause of the well-governed corporation has been the animating mission of The Finlay Centre for Corporate & Public Governance from the beginning.

So readers, if you ask: why governance? And why The Finlay Centre for Corporate & Public Governance? You have your answer.




Illuminating the evolution of private enterprise and public trust over four decades. The Finlay Centre for Corporate  & Public Governance is the first and longest running think tank of its kind capturing the promise of the well-governed organization and the ethical practices that shape it. 

“For every major corporate policy, decision or public explanation, more and more people are asking: Is it right? Is it fair?  And most perplexing of all for the board of directors: is it in the public interest?

It now seems clear that the profitability and economic performance of a corporation will increasingly cease to be the sole criteria by which it is judged. A new set of legitimizers of public consent is coming to the fore, accelerated and strengthened by the harsh realization of the fragile interdependence that links our economy, our society and our environment.” ~J. Richard Finlay, Business Quarterly, 1979.

J. Richard Finlay, Business Quarterly, 1979.

(Presaging the arrival of ESG by more than 40 years)

“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 — Addressing the Standing Committee on Banking, Commerce and the Economy, The Senate of Canada, 1994,  one of a number of apperances before the committees of the Parliament of Canada. 

J. Richard Finlay was the first witness ever to be designated an expert in corporate governance by the Senate Banking committee.

The Financial Times,  August 2023

The New York Times, August 10, 2023