Subject: File No. S7-10-09
From: Peter C Kelly
Affiliation: Director, Determine Services Pty Ltd, and Director, Determine Consulting Ltd

July 31, 2009

I support this change, as it will make it more feasible for shareholders to elect alternate directors to those proposed by the incumbents. Even after recent reforms, there is no guarantee that nomination committees are representative of shareholders.

The share of corporate wealth production going to managers in the US is, as you will be aware, totally out of line with productivity improvements. Managers' salaries as a multiple of median employee salary are excessive relative to other developed economies. The US leads the developed world in the use of devices like 'poison pills' and other anti-shareholder mechanisms which have the effect of transferring wealth away from shareholders for the benefit of managers.

While the scales will still be heavily weighted in managers' favor after this change, this rule change will be a step in the right direction.