From: Richard Vegh [swordwright@msn.com]
Sent: Saturday, February 07, 2004 11:09 AM
To: rule-comments@sec.gov
Subject: File No. S7-19-03, Shareholder Access to the Proxy Ballot for
Director Nominations

Jonathan G. Katz, Secretary 
U.S. Securities and Exchange Commission 
450 Fifth Street, NW 
Washington, DC 20549-0609
 
Dear Secretary Katz,
As an individual investor, I am submitting comments regarding the proposed rule on 
shareholder proxy access and the ability of investors to better nominate candidates for 
corporate boards. I urge the SEC to support greater democracy in the corporate elections 
process, and to vigorously support investors' rights to nominate legitimate candidates 
for company boards, and to do so through the company's proxy statement. For years, 
directors have failed to serve shareowners well in their role as investor representatives 
at public corporations, and it is time for this faulty governance system to be reformed. 
The three-year wave of corporate scandals and the continued excesses of executive pay 
only highlight the flaws in allowing incumbent boards to hand-pick director candidates.

I am concerned with what I've seen in the proposed rule. The rule should go much further 
in pro_viding investors with strengthened rights regarding the nominations process. I 
oppose the "trigger_ing events" described in the proposal. Put forward by opponents of 
shareholder access earlier this summer, triggers have no place in building more 
democratic board elections. 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 conflicts of interest. 

The rule must provide fair and robust mechanisms for company owners to place highly 
qualified and truly independent people on the proxy ballot. Only then can shareholders 
effectively hold individual board members accountable for their actions. This proposal 
puts enough hurdles in front of sharehold_ers that the new rule barely improves upon the 
current process-that of individual investors spend_ing hundreds of thousands of dollars 
of their own money to run a single candidate for the board, which is then undermined by 
executives spending endlessly from the corporate treasury (investors' monies) to counter 
that candidate.

What we currently have in no way resembles an open, democratic election of directors. The 
triggers proposed in the rule make it even less so. Having direct access to the proxy 
without barriers or trig_gers seems a modest request, given that few investors would use 
their rights to nominate unless they felt a board and corporate executives were grossly 
mismanaging a corporation. There's also the burden of winning more support for an 
investor candidate than candidates proposed by management. It's just too much effort to 
find qualified candidates (under in_creasingly stringent rules of independence) and win 
majority support unless a company has failed its investors.

Until corporate governance is strengthened to make directors more accountable to 
shareholders, we’ll continue having trouble regaining investors’ confidence in markets 
and corporate manage_ment. Allowing the owners of companies to have a realistic say in 
the membership of the board is one of the best ways to curb the excesses and reduce the 
conflicts of interest that lead to corporate corruption. Thank you for this opportunity 
to offer my strong support for this historic proposal. I encourage the Commission to 
adopt final rules that are responsive to my concerns.

		
Sincerely,
Richard Vegh

16430 Park Lake #210
East Lansing, MI 48823
us