MEMORANDUM

Montana Board of Investments
2401 Colonial Drive, 3rd Floor
Helena, MT 59601 (406) 444-0001

To:Jonathan G. Katz, Secretary

Securities & Exchange Commission

 
From: James R. Penner, CIO 
Date: May 14, 2003 
Subject: S7-10-03  

It is my understanding that the Securities and Exchange Commission has directed the Division of Corporation Finance to formulate possible changes in proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors. Montana supports a thorough review of the rules and regulations and is a strong advocate of revisions to the rules and regulations that would improve shareholder (owners) access to the proxy process and provide owners with a voice and a vote on corporate governance matters.

Proxy season occurs annually in the spring of the year bringing a renewed sense of frustration with the entrenchment of many corporate management teams and their willful disregard for shareholder interest. Corporate managers need to be held accountable to shareholders (owners) for their activities. Regulations that restrict owners from holding managers accountable serve no useful purpose except to perpetuate the kind of corporate malfeasance that has permeated far too many management teams and driven investor confidence in equity markets (and regulators) to a very low level.

Our nation is the envy of the world, in economic terms, in good part due to the nature of ownership (property rights) in a democratic society. Please review the proxy rules and regulations and make the necessary revisions to assure shareholder access to the proxy process and to restore investor confidence.

Thank you for the opportunity to comment on this issue.

c. Carroll South, Executive Director