From: Henry Gwiazda [henry.gwiazda@nara.gov]
Sent: Monday, March 29, 2004 1:09 PM
To: rule-comments@sec.gov
Subject: S7-19-03

Dear SEC: 

I am writing to strongly support the proposed rule for Security Holder 
Director Nominations. In fact, the rule is far too weak to inject full 
accountability and greater responsiveness by boards of directors to the actual 
owners of the company. Power corrupts and absolute power corrupts absolutely. 
It is hard to see how such an in-grown selection and election process as 
currently exits leads to anything else. 

Given that pension funds and mutual funds hold huge percentages of the stock 
of companies and have a direct business interest in the fortunes of these 
companies and stocks, I would expect that these owners of said companies would 
offer responsible and beneficial nominees to boards. 

As a individual investor I would be very happy to have the small window of 
opportunity you have offered to have others outside the company and board 
making nominations to the board. I can read the biographies of competing 
candidates and make up my own mind who might be best qualified. If enough 
people were so convinced, there would be some fresh air on boards. Now by 
current practices selection is from too narrow a spectrum of candidates, 
allows too many board members to sit on too many other boards, and judging 
from the spate of outrageous corporate scandals, needs serious reform.

You have offered a minimal first step. Under no means should you back off 
because you have touched on a sensitive chord of self-interest and power by 
various vested groups who were quite happy to fleece the public, small 
investors, mutual funds, and the company funds, but who cannot see that the 
corporate board system needs more countervailing balance to keep it more 
honest and truly independent. 

Sincerely, 

Henry J. Gwiazda, Ph.D.