Jessie Smith Noyes Foundation
6 East 39th Street, New York, NY 10016

September 15, 2003

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

Re: Comments regarding File Number S7-14-03

Dear Mr. Katz:

The Jessie Smith Noyes Foundation supports the recommendations for greater disclosure regarding the criteria and process for nominating directors, and the means for shareholders to communicate with directors. Investors need to know and should be entitled to such information.

The Jessie Smith Noyes Foundation was established in 1947 and currently has assets totaling $60 million, $23 million of which is invested in domestic and international equities. The Foundation seeks to maintain and restore the planet's capacity for renewal by supporting grassroots organizations and movements whose work promotes just and sustainable social and natural systems. Our grantmaking addresses two general themes: healthy, just, and sustainable environments and communities; and reproductive rights.

The Foundation believes that shareholders want and need to better understand how nominating committees and boards select their members. We support disclosures on how candidates are identified, what their qualifications are, who recommended them, and what role shareholders currently have in that process. We also believe that the rules should be expanded to include information on how the companies are considering board diversity and director independence in the nominating process. Ultimately, our interest is in giving shareholders access to the proxy for board nominations. We see these rules as being in concert with that goal.

The Foundation also supports opening up communications between shareholders and board members. As investors, we need a clearer and better process to be able to communicate our interests to those who represent us on the boards of companies we own. Openness not isolation should be the guiding principle concerning communications between shareholders and directors.

The Jessie Smith Noyes Foundation fully supports the direction taken by the SEC with rule S7-14-03. Thank you for the opportunity to comment.


Victor De Luca