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.

ON Rogers Board Implosion

Why is it not surprising that it has come to this? Rogers – the company — has never been a model of sound corporate governance – far from it. This internal battle right now is a classic symptom of a dysfunctional board in a situation where one family controls the whole show while ordinary investors, and frequently independent directors for that matter, are relegated to bit parts.

One recalls similar internecine battles involving Magna and Canadian Tire, none of which ever topped the list of corporate governance best practices. It’s a shame, too, that at a time when ethical practices in the boardroom are taking centre stage, there’s not a word about the larger role of ethics in this discussion. Smart investors, and certainly informed stakeholders, expect better these days.

Frankly, I fault Canada’s institutional investors for giving their imprimatur to a corporate structure that is about as far away from good governance as you can get, and regulators and market gatekeepers for still permitting these antiquated controlling shareholding contrivances.

And don’t even get me started on how inappropriate it is, from the perspective of good civic governance, if nothing else, for a sitting mayor of Toronto to be insinuating himself into a matter like this. Rogers does a lot of business with the city of Toronto and Tory’s role just opens the door to all kinds of questions and potential conflicts.