From: Neil J. Cohen [ncohen1000@aol.com]
Sent: Tuesday, June 17, 2003 4:59 PM
To: rule-comments@sec.gov
Subject: File No. S7-10-03

Comment to the SEC by Neil J. Cohen, Publisher, Bank and Corporate
Governance Law Reporter, Washington, D.C.

    In theory all directors represent the shareholders.  But not all
directors have the requisite motivation to question and even challenge
management decisions that create unreasonable risks for shareholders. Those
with strong financial interests usually have a high motivation to supervise.
The strongest financial interest in good corporate governance belongs to the
insurance company that has writen the officers and directors liability
policy.  Therefore, I suggest that if that insurance company owns even one
share of a companyıs stock it should be entitled to nominate a member of the
board of directors utilizing the corporationıs proxy mechanism.  Such a rule
would create an incentive for the insurance companies to nominate directors
and deter CEOs who believe the board exists to rubber stamp misguided
policies.