Sheet Metal Workers National Pension Fund
May 20, 2003
Mr. Jonathan G. Katz
Re: File No. S7-10-03
Dear Mr. Katz:
On behalf of the 72,000 beneficiaries of The Sheet Metal Workers National Pension Fund, I am writing to urge the Securities and Exchange Commission to adopt rules allowing shareholder nominees to appear in the corporate proxy statement.
The SEC, an agency within a democratic governmental system, can see to it that all beneficiaries continue to have a choice through their ability to adopt rules allowing the appearance of shareholder nominees in the corporate proxy statement, as they should in a democracy. The definition of democracy itself should answer any questions you may have as to the seriousness and validity of my opinion on shareholder nominations.
Further, election is defined as,
With the emphasis on choice. Something that I, nor the 72,000 beneficiaries I represent, are able to obtain, nor will we without your support.
I do not need to write about the recent losses investors have suffered in the past few years, nor do I have to give detailed examples of corporate governance gone wrong. These are situations you already read and/or hear about daily.
Shareholders, who presumably have the right to both nominate and elect directors unfortunately, under the existing corporate election process, have no meaningful way to hold directors accountable. We, as shareholders, can do nothing but rubberstamp candidates nominated by the directors themselves.
The SEC has the ability to restore accountability by establishing authentic corporate elections. Elections without a proxy fight can only be accomplished with equal access to the proxy. Access to corporate elections though the proxy will not only allow shareholders to nominate directors who we trust to independently represent our interests, it will also encourage incumbent directors to be more responsive to our concerns.
I urge the SEC to use its current review of the rules governing director nominations and elections to give shareholders access to the proxy for our director nominees.