Subject: File No. S7-03-06
From: Steve Hine
Affiliation: CSP, ARM

April 10, 2006

The proposed rule S7-03-06 on executive compensation disclosure and transparency is hopefully a good first step in harnessing this major issue of over compensation (egregious over compensation in many cases) of executives. Stock option expensing was another step in the right direction.

My many years in corporate America and observing how things really work indicates to me that if we are to have a significant impact on this issue much more needs to be done in making company Board of Directors, particularly those handling executive compensation matters, truly independent and accountable to shareholders rather than CEO's and executives. Corporate by-laws should also be required to allow common shareholders to vote-in and replace board memembers, including voting on matters that are substantive to management compensation and coprorate policy.

In times of corporate downsizing, increasing world economic competition, pressures on the average American employee's compensation and benefits, this vast wealth transfer to executive managment of publicly traded companies is truly unconscionable and ultimately destabilizing to America's social, political and economic fabric. Thank you.