December 22, 2003
Mr. Jonathan G. Katz, Secretary
RE: File No. S7-19-03
Dear Mr. Katz,
I write to you on behalf of the members of the International Brotherhood of Electrical Workers, Local 428 who are participants and beneficiaries of the Kern County Electrical Pension Fund. I respectfully wish to offer the following comments in support of the SEC S7-19-03 proposal regarding security holder director nominations.
First we commend the Commission for proposing the new rules. It is high time that some balance was restored to the process of choosing company directors. We are however concerned that some of the triggering requirements as written, would eliminate any meaningful participation by all but the largest investors. We believe that any 14a-8 shareholder should be able to sponsor a triggering proposal.
Secondly, though we support a meaningful ownership requirement for nominees, we believe a 3% threshold would be more fair and still address the Commissions' concerns.
Lastly, we believe that any shareholder meeting should include the minimum of two directors in the proxy, no matter the size of a company's board of directors.
In closing, this historic proposal is long overdue and if adopted, along with our recommended modifications, can and will go along way toward re-instilling accountability and independence in the board room.