From: Richard Mark [rmark@teamsterslocal682.org]
Sent: Thursday, June 12, 2003 12:10 AM
To: rule-comments@sec.gov
Subject: File No. S7-10-03

 

June 11, 2003

 

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

 
Re: File No. S7-10-03
Dear Mr. Katz:

On behalf of the 1300 beneficiaries of the Teamster Local 682 Health 
and Welfare Fund, I am writing to urge the Securities and Exchange 
Commission to adopt rules requiring corporations to list shareholder
 nominees in the corporate proxy statement.

Investors have just come through an extraordinary market failure, with 
$7 trillion evaporating from the equity markets in three years. 
Accounting scandals at companies like Enron, WorldCom, Tyco and Healthsouth 
exposed widespread conflicts of interest and a shocking lack of corporate 
accountability to shareholders. We commend the SEC for responding with an 
unprecedented series of regulatory reforms to address the conflicts, but 
no amount of government regulation can ensure corporate accountability 
unless it includes rules that will allow shareholders a realistic 
opportunity to select directors who will represent their interests.

Shareholders ostensibly have the right to nominate and elect directors. 
But, under current practice, this is a right without any substance and 
shareholders have no meaningful way to hold directors accountable regardless 
of how poorly a company performs, how much they overpay the CEO, or how 
conflicted the auditors are that they retain. In fact, given the tremendous 
costs and obstacles of conducting a proxy fight, shareholders currently can 
do little more than rubberstamp candidates nominated by the directors 
themselves. 

The SEC has the ability to restore genuine accountability to the boardroom 
by establishing the minimal basic procedure necessary to afford shareholders 
a real choice in corporate elections. Specifically, granting equal access to 
the proxy statement 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. Therefore, I urge 
the SEC to use its current review of the rules governing director nominations 
and elections to give shareholders access to the proxy statement for our 
director nominees.

Sincerely,

 
Richard C. Mark
Chairman
Teamster Local 682 Health & Welfare Fund