From: J Selissen [jselissen@csjsl.org]
Sent: Friday, August 29, 2003 3:19 PM
To: RULE-COMMENTS@SEC.GOV
Subject: Comment on proposed rule

Comment on proposed rule:  Disclosure Regarding Nominating Committe 
Functions and communications Between Security Holders and Boards of 
Directors

File NO. S7-14-03
Release No. 34-48301
IC 26145

To Whom It May Concern:

As a Sister of St. Joseph of Carondelet St. Louis Province, I believe 
in the importance of being an informed, involved and active investor.  
As such I have been involved in extensive dialogue with companies on 
social, environmental and corporate governance issues and as members 
of the Midwest Coalition for Responsible Investment have been the 
sponsor and co-sponsor of shareowner resolutions on these topics.  
I am therefore interested in the Proposed Rule the SEC has submitted 
for public comment.

I support the SEC's decision to divide the ussues of disclosure and 
shareowner access to the proxy to nominate Directors into two different 
proposals.  I strongly believe there needs to be a two step process and 
that the SEC should not stop with these changes on disclosure.

In general the changes in disclosure requirements are an important step 
forward.  I support the enhanced nominating committee disclosure.  I 
support the recommendation that requires the company to disclose when 
it receives nominations from security holders and also the procedures 
for nominating Directors, the process followed after a nomination of 
companies do disclose this fact in their nominating committee charters 
and elsewhere.

Diversity in a Board is an important factor in good governance as is 
witnessed by the fact that TIAA-CREF lists Board diversity in its 
Corporate Governance Guidelines as a positive value.  Shareholder 
resolutions on this topic sponsored by religious and other concerned 
investors have resulted in changes in company policy and have received 
reasonably high levels of support.  

Therefore I recommend that the Nominating Committee be required to 
disclose if and how they take the issue of diversity, including diversity 
of gender and race, into account in presenting the slate of Directors and 
selecting new Directors.

DISCLOSURE RE THE ABILITY OF SECURITY HOLDERS TO COMMUNICATE WITH THE 
BOARD OF DIRECTORS

I support the proposal stating that there be a discription of how 
security holders can communicate with the Board and Board Committees, 
and action the Board took in response to such input.  Some companies such 
as Pfizer have already set up a process for such communication with their 
outside Directors including email.  Since outside Directors are responsible 
for committees like the Audit Committee and the Corporate Governance 
Committee, it seem vital to be able to communicate with such committees 
directly.


INVESTMENT COMPANIES

The proposal includes applying the new disclosure requirements to investment 
companies ("funds").  I agree that this proposal would benefit fund security 
holders by improving the transparency of the nominating process.  The 
disclosure should include a description of who on the nominating committee 
are "interested persons" under the Investment Company Act.  

In summary,  I support the thrust of these proposals as advancing the course 
of good corporate governance and increased transparency.  I strongly urge 
that the issue of Board diversity be added to the disclosure regarding the 
Nominating Committee's role and responsibilities.

Sincerely,

S. Jean P. Selissen, CSJ
Assistant Treasurer
Sisters of St. Joseph of Carondelet
St. Louis Province.