Subject: File No. S7-14-10
From: Robert C Leif, Ph.D.

October 14, 2010

The 2008 crash demonstrated that the absolute monarchy system of corporate governance does not work. Long term shareholder value would be increased by employing democratic procedures to corporate governance. This starts with increasing communication to the shareholders, File Number S7-14-10, and should include the pooling of votes to elect directors. Minority representations in organizations are an absolute necessity. The US or any government would be a complete disaster if we had a winner-take-all system that resulted in now members of the opposition serving in the House or Senate. Pooling of votes would permit the workers to have a say in how their companies are managed. A labor elected director and other independent directors could inform the other directors on what was actually occurring. In many cases, it would be of benefit to the shareholders to redistribute compensation from the CEOs and their associates to the next two tiers lower, which actually manage a company. This would permit attracting high quality technical people.