Subject: File No. S7-14-10
From: Susan F. Shultz
Affiliation: The Board Institute, Inc.

August 25, 2010

Ms. Elizabeth M. Murphy
Secretary of the Commission
Securities Exchange Commission

Dear Ms. Murphy:

I am forwarding a comment received by The Hon. William E. Brock relative to the comments we submitted to be considered during your discussion of proxy access rules, which I hope you will add to the record.

Following is an excerpt:

" ,,,I completely agree with the positions taken in your white paper. It is both serious and constructive.

Two points were particularly well made, and pertinent:

"Just as Congress is elected to protect our national interests, so boards of directors can safeguard our investments - and thus our nation's financial health. The financial team's ability to ensure transparency and accountability is key to the vibrancy of our free enterprise system."


"Directors should be recruited proactively, objectively, and independently."

I do hope that the SEC will take constructive responses such as yours seriously.



Please confirm receipt. In advance, thanks for your consideration.

Kind regards,


Susan F. Shultz

See also: "The Proxy Access Debate" white paper