North Carolina
Department of State Treasurer

May 19, 2003

Mr. Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Dear Mr. Katz:

On behalf of the 680,000 beneficiaries in North Carolina's $52 billion plus pension plans, I write in strong support of the points made in Sara Teslik's May 10, 2003 letter to you.

The Securities and Exchange Commission must ensure that the following steps - further outlined in Ms. Teslik's letter - come to fruition.

  • First, we must have reasonable access to company proxy cards for long-term investors to nominate candidates for directors, as it would substantially contribute to the health of the United States corporate governance model and United States corporations by making boards more vigilant about their oversight responsibilities.

  • Second, we must have enhanced shareholder access to management's proxy cards that is carefully structured to ensure that such a mechanism would not impose unnecessary costs or burdens on companies and not be used for change-in-control purposes.

  • Third, the SEC needs to review and modernize the 13D filing requirements to ensure that the rule applies only to an investor or group of investors attempting to truly change or influence the control of a company.

  • Fourth, to insure that shareholders have a meaningful opportunity to vote on directors, broker votes should be prohibited on contested and uncontested elections of directors.

  • Fifth, the shareholder proposal rules should be updated to streamline the process for companies, shareholders, and the SEC.

  • Finally, it is time for the SEC to improve the disclosure requirements regarding director relationships, executive compensation and director compensation.

Sincerely,

Richard H. Moore

RHM/sls