From: James McRitchie [jm@corpgov.net]
Sent: Monday, December 22, 2003 11:13 AM
To: rule-comments@sec.gov
Subject: S7-19-03, Security Holder Director

Corporate Governance (aka, CorpGov.Net)
9295 Yorkship Court, Elk Grove, CA 95758
http://www.corpgov.net
http://www.perswatch.net


Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: S7-19-03, Security Holder Director

Dear Mr. Katz:

This is to supplement my comments of November 16, 2003 on the above
rulemaking. Rule 14-a(8)(i)(8) should be amended to allow use of the
shareholder proposal procedure to modify election procedures and to nominate
candidates. Each company is unique and shareholders at each company should
be able to tailor the election process to the specific circumstances of each
company. 

Shareowners, for example, should be able to request the Board of Directors
to hire a proxy advisory firm for one or multiple years, to be chosen by
shareowner vote. The proxy advisor should be able to provide advice to
shareholder on all proxy issues, including election of the Board of
Directors. For an example of such a resolution see my 1999 resolution to
Whole Foods Market at http://www.corpgov.net/news/resolutions/wfmi.html.
Additional examples and variations can be found at Mark Latham's Corporate
Monitoring site at http://www.corpmon.com.

Use of a proxy monitor would be an excellent supplement to shareholder
nominated directors, since an independent advisor would provide shareholders
with an unbiased comparison between shareholder and board nominees.

I would welcome the opportunity to discuss my comments with staff. Please
contact me at the phone number below.


Sincerely, 

James McRitchie, Editor
CorpGov.Net 
(916) 869-2402