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.

The Black View of Ted Kennedy

Has the far-right become so bereft of ideas and spokespersons to generate its ill-tempered discussions that it now has to turn to institutionalized felons like Conrad Black for its inspiration?

Among the more puzzling of the commentaries prompted by the passing of Edward M. Kennedy, the long-sitting senior Senator from Massachusetts, is surely the one penned at Coleman Correctional Facility in Florida by Inmate No.18330-424, otherwise known as Conrad M. Black.  His comments appeared in the National Post the day Mr. Kennedy lost his final battle with brain cancer at the age of 77.

Mr. Black wasted no time in pronouncing the late Senator to be a man of mediocre achievements who will be remembered for nothing outstanding.  He also felt it necessary to point out the womanizing proclivities of the Kennedy men, opined that the Senator was probably drinking when his car left the bridge at Chappaquiddick, and rated John F. Kennedy’s presidency as unspectacular –all this before the first head count of the warm prison morning.

Both Mr. Black and Mr. Kennedy enjoyed favored childhoods and private educations, which, along with some early career accomplishments, came courtesy of their families’ wealth and power.  Both were trained as lawyers.  Both were caught cheating at school and paid a price for it.  The Senator made his share of uniquely personal mistakes which saw tragedy strike with an even sharper blow than a more prudent man might tempt. But the difference is that while Mr. Kennedy devoted himself significantly to championing the cause of the less fortunate throughout most of his professional life, and certainly with a fevered pitch in the past two or three decades, the titled, honored and enormously wealthy Mr. Black tended to see himself as a victim ¾of the media, of a Prime Minster who did not think Canadians should be called “lord,” of the U.S. justice system, of overly demanding shareholders and of employees and customers who were regularly given to epidemics of shoplifting, as he was prone to point out in connection with his fabled Dominion grocery store empire.  Mr. Kennedy, for most of the past number of decades, sought to atone for his shortcomings and his sins by living a responsible life and in the work he pursued for the benefit of others.  Mr. Black has yet to show the slightest remorse for anything he has done, expect perhaps for not fleecing shareholders –whom he dubbed a cheap source of capital– more.

While Mr. Kennedy carved out legislative compromises that helped millions of children, the poor and the elderly, Mr. Black was obsessed with chiseling out a few million more for himself, even if it meant defrauding investors in the process.  While Mr. Kennedy gained admiration for carrying the responsibilities of several extended families on his shoulders and was known for his unstinting generosity toward those he did not even know, Mr. Black became infamous for carrying out boxes of evidence in an obstruction of justice spectacle that led him to his current confines in Florida.

It is perhaps not surprising that Mr. Black, even before the Senator was buried, would use the opportunity to strike the low blow, to find a chance to snarl at a man who uplifted so many, and to pronounce himself unimpressed with an historic figure who exemplified liberal values people like Mr. Black detest.  Mr. Black’s world is never quite secure when there are those who champion a better minimum wage, struggle relentlessly for more accessible heath care or oppose a war that does not need to be waged and should not be fought, as Mr. Kennedy did with a passion few could rival.  Mr. Black, of course, was an early supporter the war in Iraq.  As to the idea of a more level playing field so that others might have a shot at the American dream, Mr. Black’s world rests on the idea of privilege and private gain and, above all, never having to “reenact the French Revolutionary renunciation of the rights of the nobility,” as he so famously declared.

Mr. Black, as both the verdict of the courts and public opinion has decreed, has a few problems in the judgment department.  One does not need to be a great lover of the sea, as Mr. Kennedy was, to know the consequences that can befall when one is separated from a compass, either of the moral or the magnetic kind.  Mr. Black has been bobbing along unmoored and unguided for some time.

As the object himself of great speculation about his culpability in a much larger fraud against the Hollinger companies (see Breeden Report) and having made a loud and persistent case for prosecutorial overreach in connection with the charges that saw his criminal conviction, Mr. Black, one might have thought, would be disinclined to conjecture about Mr. Kennedy’s “driving under the influence of alcohol” while operating the car that went off the bridge and led to the tragic death of Mary Jo Kopechne.  That he would engage in such gossip without evidence or fact in a way that just gives his adversaries more standing to do the same about him, suggests that Mr. Black is no longer –if he ever was– in possession of the strategic horsepower enjoyed by the diminutive French Emperor, whom he tended to idolize.

What is most staggering about all of this is that, of the countless candidates at its disposal to render meaningful comments about the life and times of Mr. Kennedy, the National Post and its publishers thought that they should turn to Mr. Black. Has the far-right become so bereft of ideas and spokespersons to generate its ill-tempered discussions that it now has to turn to institutionalized felons for its inspiration?  Nor does it betray nothing less than an astonishing lack of journalistic judgment that they would permit an incarcerated and discredited business figure to rate the Kennedy family’s accomplishments when Mr. Black has shown such a peculiar gift for losing the empire he effectively inherited while so many of the other corporate jewels he touched, not to mention his Canadian citizenship and his freedom, turned to ashes in his own hands.

The only explanation for this singularly low contribution to the discussion about the passing of a major figure in American life is that the National Post’s publishers, principally the Asper brothers, also began their lives from a predicate of inherited privilege and wealth.  They obviously prefer Mr. Black’s narrowly self-serving, Darwinian view as to how one conducts oneself in the face of such fortune, and not Mr. Kennedy’s more universally ennobling vision of what can be done to help make the lives of the less favored more enriched.

Our thoughts about the rise and fall of Conrad Black can be viewed here.

The Trajectory of Nuclear Madness

The tendency of politicians to exaggerate the prospects of success, to flee the taking of tough stands, and to downplay the dangers of the dark clouds into which they insist upon steering is as much with us today as it was a century ago.

North Korea’s testing of a nuclear bomb, the second in just over two years, and its companion firing of a test missile, illustrates with convincing evidence just show how inept the West has been in the handling of the nuclear genie.  More evidence was hardly needed, however.  When it comes to nuclear proliferation, the pattern is entirely predictable.  Worries are expressed that some power is trying to obtain material to make a nuclear device.  Alarms are next sounded that they are in the process of making it.  Much debate ensues as to whether that is possible or how far away it could be.  Then, one day, the world awakens to discover that a country has just tested its first atomic bomb, much sooner, of course, than the experts predicted.  So it was with India and Pakistan and China.  It has been the same with North Korea.  And it will soon be that way in another global flashpoint.  If you were bothered by the reports about North Korea today, just substitute that country’s name with Iran and you will have some idea about the insanity that has taken the world’s leaders into its grip and the terror to which we will in all likelihood, at some other dawn, awaken.

When North Korea agreed two years ago to abandon its nuclear program for hundreds of millions in cash, there was a sense of relief in many quarters, along with wonderment over the negotiating skills of the United States.  A greater degree of skepticism would have been appropriate.   Psychopaths, as we called them here in 2006, are in charge in Pyongyang, but they are clever psychopaths.  Now they have the money and the bomb.  And a lot more leverage to demand greater concessions.

For their part, the governance systems of the civilized world seem hopelessly ill-equipped to deal with the madness that consumes Asia’s frozen north or is daily evident in Iran’s dash to acquire the bomb.  Western governments never seem to have a fully accurate intelligence picture.  They always overrate their successes and underrate how short-lived they will be.  They play into the opposite side’s game of dragging things out, which typically inures to the advantage of rogue states and ill-intended minds.  When it comes to dealing with Iran or North Korea-or China, for that matter, which enjoys playing both sides in the conflict between North Korea and the West and arguably has more influence on that miscreant state than any other country-there are always many more Neville Chamberlains in the room, willing to appease and to assuage, than there are Winston Churchills.  Few, even today, can match Churchill’s uncommon prescience in anticipating the rise of global troublemakers or his exceptional grasp that strength and determination are the only language that tyrants fully comprehend.

None of the foregoing is to suggest that the North Korean issue is easily solved.  But the task of tackling it needs to be guided by a better understanding of history than has been demonstrated to date.

Twice in the span of slightly more than a generation, beginning with the run-up to World War I in the early 1900s and then during the rise of Nazism in the 1930s leading to World War II, the West and its leaders were essentially in denial over the storms of global belligerence and intolerance that were swirling around them.  They turned a blind eye to the early years of the century’s most infamous holocaust.  The iron curtain of Communism prompted little outrage as it made its slow descent over Eastern Europe.  More recently, world leaders slumbered as the atrocities in Bosnia and Darfur occurred and intervention was long overdue.  In all of these events, where the fateful overtures of disaster and decisiveness competed on the world’s stage for the affections of leaders and public opinion, and strong action could have averted larger calamities, those in command professed that they had the answers.  But the endings were rarely as advertised.  The tendency of politicians to exaggerate the prospects of success, to flee the taking of tough stands, and to downplay the dangers of the dark clouds into which they insist upon steering is as much with us today as it was a century ago.

We cannot know the future, as Churchill was apt to remind, but we can be certain, as the seismic jolt from North Korea illustrates today, that the same short-sighted approach taken by the guardians of freedom and democracy will continue to produce the same shocking horrors that ultimately prove more costly than anyone ever imagined.  Imagination is an infrequent companion among leaders of any era and rarely marches along side their more fleeting attributes, which is why the ability to envision the unthinkable, for good and for ill, has always been a defining attribute of transformative figures like Churchill, Gandhi, King and Jefferson.  It will take much more than we have seen so far to alter history’s frequently recurring  trajectory of madness and push would-be nuclear despots as far away from the trigger of obliteration as humanly possible.

The Architect-in-Chief

In his first address to a joint session of Congress last night, President Barack Obama showed a craftsmanship with words that is possible only by political leaders who possess a unique appreciation for the promise of language and a rare gift for writing the ideas that have historically transformed civilizations.  America finally has an architect for its recovery, restoration and renewal.

There are fewer constants in the long brow of history than the power of words. Politicians from the times of Pericles and Cicero down through the ages have known that the right mixture of words and ideas, of cadence and drama, can yield a magic elixir that captivates and moves people to accomplish astonishing feats. That skill was persuasively evident in President Barack Obama’s first address before a joint session of Congress last night. (more…)

Has the SEC Caught the OSC’s Disease?

The world’s most powerful securities regulator has long called itself the investor’s advocate. Given its stunning failure over the Madoff scam and the latest scandal, involving R. Allen Stanford, it may be on its way to becoming known as the investor’s nightmare.

For years, the Securities and Exchange Commission was regarded as one of the toughest securities cops in the world. The Ontario Securities Commission, North America’s second largest capital markets regulator, on the other hand, has been viewed more like the Keystone Kops –missing the red flags in the Bre-X fraud, dropping the ball on Livent, dodging the tough calls with Hollinger, and losing a number of high profile cases before the courts. In many quarters, the OSC has been dismissed as something of a joke inside Canada and an embarrassment outside.

But recently, it is the SEC that has taken quite a hit. (more…)

Abraham Lincoln at 200 | The Towering Power of an Idea

He was a man who knew the virtues of humility and the vices of partisanship. He was a president who understood that the greatest deeds spring from the most resonant words. And as president, he actually wrote his own speeches. One of these gave voice to some of the most cogently eloquent ideas about governance and democracy ever penned. It is the idea of government of the people, by the people and for the people.

Abraham Lincoln was born on February 12th 200 years ago. The home he once inhabited during the most fateful days of the Republic is now filled by a youthful president and a first family who are a living testimony to the “proposition that all men are created equal,” as Mr. Lincoln proclaimed and Dr. Martin Luther King Jr. envisioned. Color has never determined the music of a child’s laughter or a father’s dream for a better life. And character is often measured by the extent to which individuals bring tolerance, opportunity and fairness to the quarters of society where they are forgotten.

A government of the people, by the people and for the people. Not a bad idea to bear in mind during times of testing, whether in the bitter winter of a civil war long ago or in the cold storms of financial turmoil today.

Leaders and ideas make a difference. Mr. Lincoln provided a towering model for both. He casts a long shadow over history, but perhaps not so long that someone cannot someday fill a similar role and step into the sunlight that will bring hope and opportunity to many again.

Happy Birthday, Mr. President.

Outrage of the Week: The Real John Thain Revealed

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The sudden fascination on the part of the former CEO of Merrill Lynch with expensive antiques paid for by beleaguered shareholders illustrates once again that sound judgment is the most underrated and unevenly dispensed attribute among modern leaders today.

A year ago, at the beginning of 2008, investors in U.S. financial stocks had already begun to see their fortunes dwindle.  Major icons of American capitalism, including Merrill Lynch, had already lost or written down billions.  Layoffs had already begun in the financial sector, including at Merrill Lynch.  And families were losing their homes to foreclosures in record numbers.  At Merrill Lynch, a new CEO was called in to clean up the mess that the misjudgments of his predecessor, Stanley O’Neal, had caused.   Bringing in John Thain was considered a real coup for Merrill, and they paid handsomely for that privilege -to the tune of nearly $80 million.  It was, a year ago, a sobering time for Wall Street, where confidence was evaporating faster than an Irishman’s bottle of whiskey.   Many had begun to glimpse a gathering financial storm like no other imagined.

In the peculiar world of John Thain, however, it was just the right time for something else:  a spending spree of more than a million dollars to redecorate his personal office.  Evidently, investors at Merrill Lynch, who had already lost big-time, had not paid enough.  They needed to fork over more than a million dollars for things like a George IV chair at $18,000, a carpet for $85,000 and four pairs of draperies for $28,000.  (The complete list is available here.) 

Keeping Mr. Thain happy became a very expensive proposition.  And the amazing thing is, he thought he could really get away with it at a time when the world was so distracted by the implosion of Wall Street and the credit markets.  Had he been a passenger on the Titanic, he no doubt would have pulled a Bruce Ismay. (He was the head of the White Star company, owner of the Titanic, who took one of the last lifeboats off the ill-fated ship while more than 1,500 crew members and passengers were left to perish onboard.)

It has become increasingly common in recent months to discover a certain disquieting reality about America’s CEO class.  When times were good, it seemed to many that they could do no wrong.  They were lauded as superheroes and garnered celebrity status on a level with rock stars and sports giants.  But now that the economy is not proceeding ever upward with the obliging  assistance of absurd levels of leverage and a blind eye to any notion of risk, the pressure is on.  Many CEOs in this environment simply don’t cut it.  They don’t seem to possess the sea changing abilities they once did.  Problems appear more intractable.  Many have decided to pack it in rather than keep up the pretense that they really know what they are doing.

Then there are the John Thains, who rake in tens of millions just for showing up, demand a $10 million bonus even at the lowest ebb of the company’s fortunes when thousands have been sent packing, and need a more impressive office from which to preside over the company’s shrinking fortunes, its dwindling share value and, ultimately, its disappearance as a standalone entity.

This kind of conduct, in addition to his decision to award $4 billion in bonuses company-wide just days before the deal with Bank of America closed and further losses of $15 billion were reported, shows the extent to which Mr. Thain did not grasp the radically changed landscape on Wall Street. There are many CEOs, unfortunately, whose actions also illustrate a nearly complete disconnection from reality.

As we have said before, sound judgment is the most underrated and unevenly dispensed attribute among modern leaders today, in politics and in business.  Without it, even the brightest stars eventually sputter out, usually in some kind of stupid scandal quickly captured under the category “What were they thinking?”  Astrological awareness is something few leaders possess.  Believing their own press clippings and the unfailing deference of the media, politicians and boards of directors to their every action, many begin to think that the earth and all the other planets really do revolve around them.   Clever public relations people can do many things, but they cannot forever defy the laws of physics.  Sooner or later, there is a stumble involving conduct that is, at best, unacceptable and, at worst, one hundred percent weird (see Admiral Bobby Ray Inman).  Many cannot adjust to the sudden reality that a different set of laws governs the universe and that they are not the center of it.  It is generally an episode that causes others to question how these people actually got as far as they did, or whether they were just among the luckiest people in the world -for a while.

Mr. Thain’s actions, including his shameful attempt to claw back a $10 million bonus just after the company’s forced sale to Bank of America, also fall into the bizarre category.  But this is about more than the spectacle of the patently over-praised engaging in the unmistakably despicable.  Mr. Thain has brought discredit to the company he once headed, the industry of which he has been a life-long part, and Wall Street itself at a time when what they all need is genuine leadership that can regenerate lasting confidence.  He is a deserving choice for our Outrage of the Week.