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Novick: Whether it’s the media, the shareholder proposals, the data requests — any way you cut it — I think we can all agree that the lion’s share focuses on E and S. And that’s unfortunate, because G is the most important. When we ask, “what’s good governance?”, the answer usually echoes Justice Potter Stewart: “I know it when I see it.” It’s important that we recognize that each company is different, that different industries have different risks.

So, there’s no one formula that gets you ‘good governance’ versus ‘bad governance.’ There are some basic obvious things like independent board members and the like but, at the end of the day, you have to ask yourself: do I have the right people? Are they considering the right information? Is management providing the right information to the board? And are the right incentives in place to align compensation with the values of the company and its shareholders?

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