From: David Tate [tateatty@rcn.com]
Sent: Wednesday, April 16, 2003 11:11 PM
To: rule-comments@sec.gov
Cc: tateatty@rcn.com
Subject: Petition for Rulemaking (SEC File No. 4-461)

4-16-03
Mr. Katz:
 
I support the Petition for Rulemaking (SEC File No. 4-461).  The plain fact is 
that there is a metal ceiling that prevents qualified people from even being 
considered by the shareholders for directorship.  Additionally, the slate of 
picked directors is provided to the shareholders absent any significant information 
to allow the shareholders to critically evaluate whether each nominated director
has the appropriate demeanor and other qualifications to serve.  For example, it 
is impossible for shareholders to evaluate whether a particular director should be 
on the audit or compensation committees.
 
Consider my background:  attorney, CPA, M.S. Tax, B.S. Finance, and probably a 
person who would be considered an expert on certain governance topics.  Take a l
ook at the governance, audit committee and investor communication topic on my web 
page at http://users.rcn.com/tateatty.  By experience and technical ability, I am 
more qualified to be a director than are many current directors, and I have the 
appropriate demeanor and commitment.  Nevertheless, under the current rules, I will 
not be considered for a director position unless I can expand my CEO contacts.
 
For all practical purposes, and contrary to the law, the current shareholder vote 
for directors is not a vote at all--it is a hand-picked, pre-selected group.
 
Thank you for considering my comments.  I do hope that the SEC will take active 
steps to significantly change the current director nomination, election, and 
removal processes, including the information that is provided to the shareholders 
about the qualifications of the prospective directors.  I also hope that the SEC 
will continue to regularly consider whether additional changes are needed in this 
area, instead of only considering changes at this one time.
 
 
David W. Tate, CPA, Esq.
tateatty@rcn.com
650.941.8600 (Los Altos, California)