From: aronoff [aronoff@sbcglobal.net]
Sent: Saturday, October 11, 2003 8:40 PM
To: rule-comments@sec.gov
Subject: File # S7-14-03

TO       Jonathan Katz, Secretary 
         US Securities and Exchange Comm
 
RE        Election of Directors to Public Companies (and privately held companies, 
too, with revenues or assets exceeding $100,000,000 if subject to SEC review -- if 
not subject, don't try to get involved)    
 
The election of corporate directors should:

  a..   guarantee a majority are "outside" or "totally independent" directors 
  b..   outlaw only management's slate of directors 
  c..   outlaw if you don't vote, management votes for you for their slate of directors  
  d..   outlaw this voting of "yes" and "withhold" vote, no other no other voting is
        acceptable                        
  e..   allow stockholders (who, after all "own" the company) to submit their own
        slate of directors, one or ten, whatever the case be provided we don't
        have a huge listing of candidates in so doing (make sure they own a
        minimum number of shares, for example and maybe combine that with a year 
        of ownership)   
  f..   if over 1000 shares are voted or 10,000 or whatever, that a confirmation 
        is sent by the company to the voting large shareholder confirming the 
        receipt of their vote  
  g..   my experience is if you allow the public company's management to do any 
  h..   selecting of governance, they will select "friendly" not "independent" 
        while proudly proclaiming the quality of their hand-picked puppets -- no 
        words are ever spoken (at least not openly) but selected all know "their 
        responsibilities and take them seriously" [we all understand those code 
        words except the SEC ?] 
  i..   isn't time that the SEC bring credibility to its work effort, its "watchdog" 
        function? 
  j..   if the public companies didn't have the influence on the SEC they do, we'd 
        be better off! 
		
		
Sincerely,  

Bob Aronoff    
PO Box 607   
South Pasadena CA   91031