Subject: File No. S7-03-06
From: Emile p Gauthier
Affiliation: NONE

April 7, 2006

Board of Directors Executive Compensation committees seem to use the same "Consultants" who collect data on executive compensation. These "Consultants" are paid fat fees by the very executives who they advise. (The Chairman and CEO is usually Chairman of a Board of which the members are often picked by the CEO). The process is a closed system. You scatch my back and I will scratch yours. It is a license to steal. That is just what happens. All the talk about compensation tied to performance seems to be a placebo for public consumption. Recent attempts by Coke to change their process is a small step in the right direction. Who is representing the stockholders? Full disclosure should help bring a small amount of balance to a grossly one sided, self serving process.