Subject: File No. S7-10-09
From: Martin Fox

Mar. 26, 2009

It occurs to me that a major component of the current problem re Executive compensation stems from the separation of ownership and management. This situation is a threat not only to our markets but to our economic system. We postulate that persons acting in their enlightened self interest will result in a maximum benefit to society with a minimum expenditure of human and material resources. However when the owners(shareholders) have no effective say in the nomination of Directors and of compensation the system breaks down. A few sugestions:

1. Directors should only be elected by a majority vote of shares outstanding(not a mere plurality);
2. Executive and Director compensation should also be voted on by shareholders.

Martin Fox