Subject: File No. S7-31-10
From: Robert Park

December 13, 2010

Dear Ladies and Gentlemen,

I am writing to comment on the above proposal. I do not personally believe it is the responsibility of the shareholders to approve executive compensation or golden parachute compensation, but each individual company should have the option to decide for itself what is in its best interest. For many companies, executive compensation should be the sole responsibility of the board of directors allowing shareholders to vote on compensation packages detracts from more pressing issues at shareholder meetings and dilutes the responsibilities of the board of directors, who are entrusted to act on behalf of shareholders. Requiring that shareholders have voting privileges on compensation packages would unnecessarily duplicate efforts, create additional bureaucratic inefficiency, and promote gridlock between the board and shareholders at many companies. Rules and contingency plans would have to be drafted to address the course of action if shareholders did not approve the boards plan, which would be very time consuming to require for each company. Individual companies should have the option to decide on whether shareholder approval of executive compensation is in their best interest.


Robert Park