From: Bartnaylor@aol.com
Sent: Monday, December 02, 2002 8:56 AM
To: rule-comments@sec.gov; jm@CorpGov.Net;
Information@ConcernedShareholders.com
Subject: Subject: "Petition for Rulemaking (SEC File No. 4-461)." 

To: Securities and Exchange Commission
From: Bartlett Naylor, Capital Stategies Consulting, Inc.

Subject: "Petition for Rulemaking (SEC File No. 4-461)." 

    I support this petition, and believe this or a like change would serve to 
cleanse corporate governance more than any other single reform.         
    In the typical board election, shareholders have one choice: the 
candidate nominated by company. Shareholders may "withhold" their vote for 
this candidate, but even if a majority shares were withheld, the candidate 
would still be elected because company election rules award victory to the 
candidate with the most votes for each seat. This circumstance profoundly 
disenfranchises shareholders in routine oversight of management.
    Indeed, it is management that essentially selects the board candidates, a 
dangerous conflict given that directors serve as shareholders' agents to 
oversee management. As policy makers work to address the problem of corporate 
accountability highlighted by the Enron, World Com and other disgraces, 
improved board elections may be the best single reform. Experts such as Nell 
Minow of the Corporate Library, managers of the Corporate Governance website, 
Alan Murray of the Wall Street Journal, Lewis Braham of Business Week and the 
AFL-CIO Office of Investment support this basic prescription. 
    Corporations may argue that such a change would discourage candidates 
from running in the first place. Council of Institutional Investors director 
Sarah Teslik says,  "I get a dozen calls a day from people with good résumés 
who want to serve on boards. It's garbage to say you can't find them. Too 
many CEOs just want directors who are beholden to them — the sort that are 
less likely to take on the CEO and say something may stink."