From: certainty404@comcast.net Sent: Thursday, December 04, 2003 12:45 PM To: rule-comments@sec.gov Subject: File number S7-19-03 Dear Jonathan G. Katz, Secretary, I am writing to ask for your help. In your position as Secretary of the S.E.C., you are the advocate for the citizen-investors of the United States. The agency you head has been entrusted with the responsibility to regulate and monitor one of the most powerful financial systems in our society. We need you to be the voice of the millions of citizens you represent and to use your power and knowledge to curtail initiatives that have the potential of hurting the futures of us all. I urge the SEC to support greater democracy in the corporate elections process by protecting and strengthening investors' rights to nominate legitimate candidates for company boards, and to do so through the company's proxy ballot mailed out to all investors. I am very concerned with what I've heard about the SEC-proposed rule. The rule should go much further in providing investors with strengthened rights regarding the nominations and voting process. I oppose the "triggering events" described in the proposal that make it even more difficult for investors to challenge corporate boards when they are asleep at the switch. Proposed by opponents of election reform earlier this summer, these triggers have no place in building a fair nominations and elections process. The new rule must provide investors, large and small, with greater reins over the boards that represent them -- if for nothing else but to pressure directors to clean up mounting conflicts of interest. The rule must provide fair and robust mechanisms for company owners (the investors) to place highly qualified and truly independent people on the ballot. Only then can shareholders effectively hold individual board members accountable for their action and inaction. Until corporate governance is strengthened to make directors more accountable to shareholders and stakeholders, we'll continue to lose investors' confidence in markets and corporate management. I hope that, you will decide to act in the interest of the citizen investors who are counting on you, including individuals that have poured their life savings into the markets. Protect our right as shareholders to vote for members of the corporate board of the companies we own. Help restore our faith in the country's financial system. Be our voice. Thank you for your help in this important reform. Sincerely, Jeanne Galvin-Clarke 404 Field Stone Ct Fallston, MD 21047 certainty404@comcast.net