S7-19-03From: Smith, Harley [CORP/STL] [Harley.Smith@emrsn.com]
Sent: Monday, December 15, 2003 3:38 PM
To: 'rule-comments@sec.gov'
Subject: S7-19-03

GENTLEMEN:  MY COMPANY, EMERSON ELECTRIC CO., AND I STRONGLY OPPOSE THIS 
PROPOSAL AS BAD POLICY.  THE BASIC PREMISE- THAT CORPORATE DIRECTOR ELECTIONS 
ARE LIKE POLITICAL ELECTIONS- IS FUNDAMENTALLY FLAWED, SINCE POLITICIANS ARE 
ADMITTEDLY ELECTED TO REPRESENT THEIR HOME CONSTITUENCY WHILE CORPORATE DIRECTORS 
HAVE A LEGAL DUTY TO REPRESENT ALL STOCKHOLDERS, NOT JUST THE CONSTITUENCY WHICH 
PROPOSED/ELECTED THEM.  IN ADDITION, THE PROPOSAL HAS NUMEROUS TECHNICAL PROBLEMS, 
AND EXCEEDS THE SEC'S AUTHORITY SINCE IT IS AN INTRUSION INTO STATE CORPORATE 
LAW WHERE CONGRESS HAS EVINCED NO INTENT TO SO INTRUDE ON THIS MATTER.  I SHARE 
THE CONCERNS AND ENDORSE THE OPINIONS EXPRESSED BY THE AMERICAN SOCIETY OF 
CORPORATE SECRETARIES.   I RECCOMMEND THE SEC POSTPONE ACTION AND HOLD FURTHER 
HEARINGS.  THANK YOU.  HARLEY SMITH, 314-553-2431.

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